Right Through My Walls
by FairyTaleArchetypes
Summary: As the dust settles from Zelena's attempts to rewrite history and Emma's foray into the past, Emma and Regina have a comfortable, tentative friendship. That is, until they both recognize what it really is and that it could be something more. But their responses to this revelation are worlds apart. Can they figure out how to deal with things or will they settle for something less.


Notes:

**Written for SQ Big Bang, Banging All Summer.**

**Story is pretty much fluff and smut with a tiny bit of angst thrown in... femslash sex, brief references to unhappy childhoods and unhappy arranged marriage. **

**Art for _Right Through My Walls_ by tinglingworld.**

**Don't forget to go to archiveofourown *dot* com (slash) works (slash) 2299925 and give some love to Tinglingworld who did the art to illustrate this story! Thank you to Paradoxalpoised and NegativeBlue for encouragement (even as they worked on their own writing.) Thanks to Lola and Tiff for putting this all together and keeping us all focused. Thanks to TinglingWorld for taking this on. Velace, thanks for early encouragement and amusing banter on characters, head-canon, and irrelevant, irreverent conversation while I wrote. To Deemn - It all started with #Late-Blooming-Queers. Enjoy - thank you for the grain. And a deep thank you to Lelila Solo for the encouragement as I struggled with writing this, for tolerating grammatical gibberish and tense shifts from hell on early drafts, for pushing when I whined about unfamiliar territory, for 'getting' what I was trying to accomplish, and for Beta work when I am sure she had better things to do (but all mistakes are still mine.) **

**Disclaimer: All characters are the property of their respective copyright holders. As always, I own nothing but my own imagination, and am just borrowing those who populate my tale. This work is not intended to violate any copyrights, and is for entertainment purposes only and not for profit.**

* * *

><p><strong>Right Through My Walls<strong>

She sits in the booth at Granny's, ostensibly reading a report and enjoying her coffee after seeing Henry off to school. She used to come, during the curse, to watch the subtle differences in how a day passed. She had needed that to survive twenty-eight years while everyone else lived in a fog. Now, she liked to come watch how real life impacted those around her. The thought brings a subtle smile to her lips as she realizes that since the Savior's arrival to her cursed little town two years ago, life seemed to be making up for lost time.

Almost as if thought causes action, the bell to the diner rings and in walks said Savior. Of course, nothing unusual about that since she comes in nearly every morning — although what time that will occur is as varied as the weather in Maine, and her mood, often as mercurial.

Today, the blonde appears to be in a decent mood. She looks at Regina and gives her a soft, almost embarrassed smile as she puts her hands in the rear pockets of her ridiculously tight jeans. Regina smiles back. While their truce was initially based around the need to co-parent Henry and the agreement that they needed to be civil to each other, so much had changed since Neverland and the recasting of the curse. There are moments that Regina wonders how a friendship has formed out of the complicated interactions that have dominated her life since Emma Swan drove her ironically sunshine-y bright heap of a car into Storybrooke.

Emma shrugs awkwardly and turns to the counter where Ruby is pouring the Sheriff her large, extra sugar, extra cream, to-go coffee. As her gaze wanders over the backside of the blonde's athletic figure, she thinks about Emma's eating patterns and her almost obsessive, intense workouts in the gym. She concludes that old habits die hard indeed; memories of a different life lived long ago do reach far into the future.

Regina pulls her eyes away when Emma's thighs flex as she begins to turn. She doesn't want Emma seeing her and thinking the wrong thing. She sighs, realizing that Emma never seems to conclude much of anything, right or wrong, about her glances, despite how obvious they are if anyone were paying attention.

Regina watches Emma walk to the door then halt. Hesitating, the blonde turns back and walks to her booth. "Hey."

Regina takes a sip of coffee and looks up. The Savior's leg is shaking — barely noticeable, but she's learned to read her. "Emma."

Running her hand through her thick blonde mane, Emma looks to be searching for the right words. She gives a little huff and says, "So Henry told me this morning that I was invited to dinner with you — I mean… _both _of you."

Regina leans back a little, hoping the surprise doesn't show on her face.

"I, uh… I figured I'd better check to see if you did."

"Invite you?"

Emma nods and eyes drop to Regina's lips. She smiles in response.

When the green eyes flick back up to meet hers. Thinking of Emma's 'superpower,' she says, "Yes. I am inviting you."

He had not asked, but she can't blame him for wanting his two mothers to get along. He'd lost both of them for a time during his short life and the back and forth must be getting old. If it makes Henry content, then she'll make enough to feed them all and Emma will be none the wiser. Besides, it would be nice to have company. "You do eat foods that aren't fried or sugar based, yes?"

This pulls a smile from Emma's face. "Yeah, sure. Six?"

Regina nods and Emma says, "Ok then." She hesitates again, but turns for the door, leaving whatever she's thinking unsaid. As she reaches for it, the door opens and Belle enters. The two exchange quick greetings, then Emma is gone.

Regina looks across at Ruby whose hand goes up and she is about to holler a greeting, but her face falls as Belle spots Gold in the back and waves excitedly. Regina doesn't need to turn around to know that Gold stoically nods. Rumple was easily excited; Gold almost never is. For all his past theatrics, his lack of psychotic glee in this world belies his zealot-like scheming.

From behind the counter, she hears the smack of plates onto surfaces and Ruby looks heartbroken and angry. Preferring to go by her cursed name, the poor creature has not had it easy since the curse broke. Cursed Ruby had dressed the tramp and certainly seemed to have done far more than flirt with a lot of people, but Red had a deeper heart and Regina knew she'd fallen for the petite brunette right from the start. When Granny stuck her head out of the kitchen, only to shake it knowingly, she wondered how Belle could be so oblivious. Despite being a librarian who read everything, she wasn't very good at reading people. Maybe someone should offer a course on it, and invite Emma.

Regina catches herself and shakes her head as she gathers her paperwork and stands. Why on earth she thinks it would matter in the long run, for either her or Ruby, she has no idea.

* * *

><p>Emma arrives just before six. Henry beats her to the door. "Henry, why don't you entertain Emma in the living room while I finish getting dinner ready?"<p>

She and Emma exchange a quick smile over Henry's enthusiastic fist pump and 'yes' that comes out loud enough for him to color slightly.

He takes Emma's blue leather jacket and goes to hang it up. "Are you sure you don't need help with anything?" Emma asks, tilting her head towards the kitchen.

Before she answers, Henry is tugging at Emma's hand. "Come on, you have to see my new game."

Emma looks over her shoulder, eyes questioning. Regina laughs lightly. "I have the food situation well in hand, but thank you for the offer." She watches them retreat, Emma allowing Henry to lead her by the hand, physical contact that Emma seems to grant only to her son on a regular basis.

Retreating to the kitchen she checks the paella. She gets out three place settings and, although normally Henry sets the table, she lets him have some time with Emma. Once she finishes, she carefully removes the paella pan from the stove and places it on the center of the table to set. She opens the chilled white wine and pours two glasses. Carrying them to the living room, she pauses at the entrance, watching the two bump each other and call commands and directions to each other as they fend off some large ogre-like creature.

When the creature collapses in a heap at the feet of Emma and Henry's characters, she clears her throat. "Children, dinner is on the table."

Henry's shoulders sag, but Emma nudges him as she turns off the console. "Don't even. Your stomach was rumbling louder than the monster."

As Henry leads the way, Regina hands a glass of wine to Emma. "It would seem you are better at slaying animated ogres than real ones."

Emma chuckles. "Snow was pretty impressive; me, not so much. But seriously, real ogres?" She shrugs and gives Henry a nudge from behind as she says, "Now, if I'd have been able to fight using a controller, I'd have epically put down that smelly beast."

Henry turns back with a look that says 'no way' and Regina laughs again as Emma emphasizes, "Epically."

Henry shakes his head and Regina has to step to the left to avoid a collision when Emma stops. She turns to look at the blonde who is standing with her eyes closed, nose in the air.

"That smells amazing," she says after inhaling. Emma turns to her, awkward frown darkening her features. "But, I wasn't expecting anything special. Just everyday food would have been fine."

Regina gestures for Emma to take the chair opposite where Henry has ensconced himself. He pipes up, "Mom loves to make paella."

As she sits and places a napkin on her lap, she looks at Emma. "I suppose I should thank you." She pauses and almost laughs at Emma's confusion. "I almost never made _Paella de Marisco _until you introduced him to sushi. You'd think growing up in coastal Maine, I'd have convinced him at some point to eat seafood, but maybe I tried too early. Now, however, we have this somewhat regularly and I bring the leftovers to the group home for the Lost Boys."

As the words leave her mouth she regrets them. Emma's face shifts for a brief moment to a look she saw far too often during their week in Neverland. "Emma, I—"

Green eyes meet hers and Emma says, "No, it's okay. They weren't all…" She shrugs and offers a quick smile. "Some were okay. The Lost Boys have it pretty nice. I've been over a few times. Sometimes after work I'll go hang around, shoot hoops, play checkers, or whatever. Archie is helping them all transition, and hey, they get food from all the good places in town."

Henry stands up and comes around the table to serve Emma, then Regina, distracting them from a conversational topic fraught with landmines. "It is a bit special though. She used saffron."

Regina takes her plate from Henry, shrugging. "I thought you should have the most authentic version I could make indoors."

Henry sits back down. "Did you know, Emma, that saffron is the most expensive spice in the world? It is from those little stem things—"

Regina smiles. "Stigma," she reminds him.

Henry nods. "Thanks. Yeah, the stigma from the crocus flower. It cost fifteen hundred a pound."

Emma freezes, fork full of fish and rust colored rice halfway to her mouth, gaping. Her eyes flit from Henry to Regina. "Dollars? American dollars, not some weird currency?"

"It is bought by the gram, and, while that price is accurate, most recipes call for a tiny amount — a fraction of a gram," she said to reassure Emma.

Emma raises her eyebrows, but Regina just nods as she takes a mouthful from her own fork.

"Mom says it makes the dish, but I like it either way," Henry says just before shoveling a huge forkful into his mouth.

Emma laughs and starts eating.

The meal is comfortable. Henry fills them both in on his day, and they comment periodically. When Emma pushes her plate, filled with the decimated red shrimp carcasses and black mussel shells, aside, she looks at Regina. "Amazing."

"Thank you, although my father's cook made it so much better."

"You are…" Emma flinches and looks away, fidgeting with her napkin. "Your cooking is impressive."

Regina lets Emma off the hook and says to Henry, "Why don't you pack up the leftovers?"

Henry gets up and takes the pan off to the kitchen.

Regina stands and takes the wine from the sideboard, refilling Emma's glass. After taking another sip, Emma says, "The wine went really well with it."

"Hmm. It is an Albariño. Northwestern Spain."

"Galicia?"

Regina pauses halfway to sitting.

Emma shrugs. "I was good at geography. I guess everywhere seemed like a better place to be. Spain was particularly appealing. Matadors, Flamenco, guitars with all that amazing finger picking, those fancy stepping horses." Emma starts to blush and she runs her hand through her hair. "Guess it seems silly now."

Regina reaches instinctually to put a comforting hand on her arm but Emma avoids the touch by reaching for her glass again, and Regina pulls her hand back as she says, "It isn't."

Emma sighs and stands. "I'll go help Henry with the dishes," she says picking up her plate, then Regina's.

Regina is about to protest, but senses that it will only make things more awkward. She is willing to give the blonde time to move past it rather than push as she used to. "Thank you," she says instead.

Emma gives her that awkward smile again. "Least I can do."

When Emma disappears from the dining room, Regina retreats to the study with the remainder of the bottle and their glasses. She sits and listens to the occasional bursts of laughter that emanate from the kitchen and smiles. Henry is often in a good mood these days and, with the exception of moments of pre-teen moodiness, that Archie assures her is quite normal, they tend to have fewer conflicts as of late. Their relationship has improved to something closer to what they shared before he was given the storybook by Mary Margaret.

She moves to the fireplace to get a small one going to take the chill out of the fall air. Just as she finishes, she senses Emma in the doorway watching her. She isn't sure when she started noticing that sometimes the younger woman quietly observed her. At first, it seemed that Emma was keeping an eye on her, that trusting her was an issue. Now, it was something different, and not entirely uncomfortable.

"You didn't have to do the dishes, but I'm sure Henry appreciates it. He enjoys spending time with you," she says, rising as the flames catch and spread.

Leaning against the door frame, Emma seems more comfortable tonight than other times she's been in the mansion. She smiles. "I don't mind. It's been a sort of nightly ritual since he grew tall enough to reach the sink by standing on the step—"

She stops mid-sentence as her brows knit in confusion. Her smile disappears as she says in a voice tight but soft, "I forget, sometimes, that it wasn't real."

Regina's heart clenches at the sadness in Emma's eyes, but she can't bring herself to apologize for doing the best she could for Henry and for the woman whom she thought would be his only parent for the rest of his life. Yet, Emma is apparently still being blindsided by these moments and her response is still raw.

"That has to be difficult."

Emma shrugs and stands up straighter, hands going to back pockets. "I should get going."

"You won't stay to at least finish the bottle? Or would you prefer something stronger?"

There is a brief hint of a smile and Regina knows Emma is recalling a similar such conversation from what now seems like ages ago. The spark in the green eyes lets her know that Emma finds it amusing. But the smile fades as quickly as it comes and Emma says, "Maybe some other time."

She must see the disappointment on her face because Emma adds, "But this was… ya know?"

Regina raises her eyebrows, unsure what Emma thinks of the evening. She has found it enjoyable, but at the moment Emma's look is not that of someone who's had a good night.

The blonde closes her eyes for a moment. When she opens them she looks away and says, "Nice. I didn't know how much I needed —" She stops and shrugs awkwardly. Eyes returning again to Regina, she says, "Thanks. Have a good night."

Before she can respond, Emma turns and her boots thump softly against the wood flooring as she leaves. The click of the door closing leaves Regina in the quiet, wondering why it is so noticeable.

* * *

><p>Regina is unable to concentrate on the book she is reading, which frustrates her because reading novels is perhaps one of her favorite things to do in her free time. The variety and quality of this world's books is astounding and currently she is binging on Gerritsen and Cornwall crime novels. There is something about the main characters that draws her in, that she connects with, but not this evening.<p>

Instead, she keeps finding herself thinking about Emma's behavioral fluctuations, both at the dinner Henry had set up and in their interactions over the past week. Emma had lingered one morning at Granny's — going so far as sitting in the booth with her — talking about Henry and ideas, as Sheriff, she had for improving said office. However, the next day at the town council meeting, she was brusque and stand-offish, then amusingly embarrassed when they had collided as Regina was exiting the rest-room and Emma was entering.

In a rare moment, Regina laughs aloud as she thinks how similar Emma's behavior is to Henry's moody, hormonal swings as he rushes headlong into adolescence. Her next thought is that Henry's moods seem connected to some girl in his class, Kiara, which leads her to put her book on her lap as the next thought catches her off guard. What if Emma… but she stops herself. Emma, despite the obvious lack of compatibility, is dating that ridiculous excuse for a buccaneer, Hook. No matter what her own analysis of the tension between she and Emma, the woman is involved. Albeit, with someone she loaths and is not thrilled her son is regularly exposed to, but pushing that issue with the blonde makes it more likely Emma will defend the crass, double-crossing pirate.

Regina puts the book on the end table and decides that what she needs is to take a long soak in the tub, then climb into bed. But as she reaches for the light switch, there is a soft knock at the door. Her magic comes to life and her heart jumps. Henry is at a friend's place for the night and it is late. She has no idea who would knock at this hour and while things are currently quiet, life in Storybrooke is often biding time until the other shoe, in the form of portal, villain, or magical disaster, drops. She goes to the window and is just able to see a hint of blonde ponytail and smiles as she feels her magic dissipate.

There is a second knock just before she makes it to the door. She opens it and before she can ask anything or even greet her, Emma is apologizing. "Sorry. I saw the light, so I thought you might be up, but…"

Emma voice fades off and Regina watches as her eyes drop to her body. Emma is slightly flushed. It isn't until she realizes why Emma is looking at her and apologizing, that she interrupts her. "Ah, no. I was reading, not retired for the night. It's fine," she says although she feels awkward receiving anyone in her pajamas.

When there is no immediate explanation for her presence, her mind goes to the negative. "Is everything okay? Henry?"

Emma looks confused for a moment, then shakes her head. "Fine. Or at least I assume so, since I haven't received a text or anything." At this, Emma pulls her phone from a jacket pocket and glances at it briefly before returning it.

Regina waits for Emma to say something, but when she doesn't she prompts, "So why?"

Emma's awkward smile returns. "Oh. So I was thinking and I realized that with all the insanity of everyone coming back, and the missing memories, and…" Emma stops, apparently unwilling to mention her half-sister.

"Zelena, yes." Regina nods encouragingly and Emma continues. "I never even thanked you for what you did for Henry and I."

Regina is unsure to what Emma is referring but waits, hoping she continues.

After a moment, Emma clarifies. "The whole, happy memories. I want you to know, that the other night, it wasn't about not appreciating what you did."

"I didn't jump to that conclusion," she assures Emma.

Emma nods. "Well, I'll let you get back to your reading." She hesitates for a moment before she turns back to the walkway.

Not seeing the Sheriff's cruiser or Emma's car in the driveway or on the street, Regina says, "Emma, you didn't walk all the way here just to say that."

The blonde stops and Regina can see shoulders rise and fall with a deep intake of breath. "Ran," is the single word Emma says.

It is only then she notices that Emma is in trainers, running pants and a heavy hooded sweatshirt to ward off the autumn chill. She knows that the blonde runs to exorcise her demons so she doesn't run in a different sense from her problems. Her being out running this late is a likely indicator that Emma is wrestling with something connected to those memories.

"You're here now, so come in and I'll answer whatever questions I can."

Regina turns and heads back to the living room, knowing Emma will follow. Emma won't ask for help, but she also won't turn it down.

She walks to the sideboard, conscious of Emma's eyes on her and pours two generous whiskeys. She turns and, when Emma steps into the room, she notices the trainers are gone and Emma is barefoot, shifting her weight from foot to foot. Looking up, she hands Emma a glass.

"My running shoes are muddy and my socks get sweaty," the blonde explains.

Regina walks to the couch and sits, pulling her feet up to rest next to her thighs. "It is fine. So what do you want to know?"

Emma laughs softly. When she looks askance, Emma points at Regina's bare feet. "I guess I figured you the high-heel slippers type."

As tempting as it is to ask why Emma was picturing her in any form of bed attire, she forgoes it. Instead, Regina shrugs. "I prefer the cool marble beneath my feet at night. It reminds me of home."

Emma's smile fades as she sits across from Regina on the other couch. "The memories you gave me, they were yours."

Regina found herself surprised by the directness, despite Emma always being blunt and to the point when the situation calls for it. She takes a quick sip. It hadn't been a question but she confirms it. "Some, in a manner of speaking, yes. Some are from you."

Emma seems focused on the amber liquid as she swirls it around in the glass. "How does it work?"

"Because I raised him, I could simply give you some of my memories of his childhood — altering the where of course. For Henry, he remembers real events from his life differently — with you instead of me."

Emma looks up and studies her for a moment. "But the rest? Things I know Henry never did with you?"

Regina smiles, thinking about how Henry, before he regained his memories of who she was, told her about rock climbing in a gym with Emma and that he'd been doing it since he was eight. "They come from you."

Emma's brows scrunch and she looka at her in disbelief. "That doesn't make sense."

"Some memories were created from things you would have wanted for him and experiences you wished to have shared with him, had you raised him. From your dreams, unconscious desires. The spell took those and wove them into your actual memories."

Emma puts her glass on the end table then hunches forward, elbows on knees, head hanging down.

In the absence of questions, Regina isn't sure what to say. Finally, she settles on, "I can imagine it must be difficult right now for you. I know Henry sometimes struggles with it."

When Emma jerks up, Regina sees the tears and her tightened jaws and a small gasp escapes her lips.

Before she can even think what to say Emma says, "Why? Why not just give memories to Henry? I'd have managed." Emma's words are clipped, sharp, accusatory.

Regina puts her feet on the floor and leans towards Emma. "It wasn't…" she shakes her head, trying to get the words right. "You weren't supposed to remember any of this, us — Storybrooke, fairytale characters, magic. It was supposed to be permanent."

Emma closes her eyes for a moment and swallows. When she looks up again, Regina can see the pain in her green eyes.

"You didn't answer the question. Honestly, I'd have thought you'd been more likely to have left me with the shitty memories of finding my parents and losing them, and crazy fucked up fairytale people, and curses and men who turn into wood, and portals and ogres…. Leave me wondering if I'd lost it completely."

Regina leans back and looks away, taking a long drink from her glass. The words hurt. "Is that what you think of me?" The question comes out before she can stop it.

Emma rubs her brow and shakes her head. "No, Regina. Not really. It just hurts. I'm trying to figure it out."

She recognizes the lashing out behavior for what it is — she is after all, an expert — and focuses on Emma, not herself. "Henry says he gets confused, but he knows we both love him and knowing that makes it easier."

Emma's head drops back down into her hands. Her voice cracks as she asks, "But what if he starts to question that because his memories of him and I aren't real. What if —"

Her question is cut off by her own sob before she groans out, "Fuck, I gave him up. I let him go. For one full year I didn't think about that decision. Now that is all I can think about."

Regina moves and sits next to Emma. She is close but not touching. She stays quiet, knowing instinctually that Emma needs to get this out.

Emma sits up and rubs furiously at her eyes and cheeks, then leans back against the couch, letting her legs slide down so her neck is at the back of the couch, her ponytail dropping back. Staring up at the ceiling, she says, "It's like having the answer to the what ifs, and fuck, Regina, people aren't supposed to get those answered. All it does is fuck with your head."

Regina doesn't want to start an argument, but she struggles with how Emma is viewing everything. Modulating her voice so she doesn't sound critical, she says, "Perhaps instead of looking at it as answering the 'what ifs', it is more about how any number of possible futures are laid out in front of us and every choice we make affects the path we take. Maybe some things are likely to happen no matter which choice we make."

Emma sniffles. "Right, so had I raised him from birth, I could have found a million ways to screw the poor kid up. In my head, we lived a life that was nothing but an idealized lie."

The frustrated sigh escapes her lips. "No, Emma. The memories may have been altered or made up, but the life you've lived for the past year was certainly real. You and Henry were happy."

Emma sits up and shakes her head, eyes focused on some distant point. A full minute passes in silence before she says, "Even if that's true, it's because of what you gave us, not anything I did."

Regina turns to the blonde, hand hovering just above Emma's shoulder. Shifting it to the back of the couch, she lets out a soft huff. Emma's head turns to her briefly, eyes red rimmed, but then stares off into the distance again. "You can be so hard-headed, Emma. _You_ raised him for the last year and he is happy and well-adjusted, and he loves you. Had you not done right by him, _for him_, he would not. Believe me when I tell you, no happy memories, or what came before would prevent your relationship with him from falling apart in far less than a year, if you had not been… _are _not a good parent."

Emma pulls her feet up onto the couch, then curls into her thighs, arms wrapped tight around her legs, burying her face into the denim. Her body begins to shake, but her crying is silent, save for the occasional sniffle. Regina doesn't know how to comfort Emma any more than someone could have comforted her when the destruction of the curse deposited them into a field in the Enchanted Forest and she had to face her loss — what she chose to give up because it was the right thing to do. She understands all too well.

She also understands that while she may want to rub Emma's back like she does when Henry is upset, or pull her into a comforting embrace and stroke her blonde hair until she gets through this, she thinks it is unlikely that Emma will allow it. She doubts she has earned that right in Emma's mind.

So Regina waits. She sits still, just there for the first minutes. But as the sniffles get more frequent and thicker, she gets up gently and goes to the bookshelf where she takes down a discreetly covered box of tissues and grabs the small trash can from under the desk. She returns with them, placing them on the floor near her feet. Pulling two tissues out, she presses them under Emma's clenched fist which is constantly in motion, rubbing against her shin. The movement stops as Emma clutches them. It is another minute before she starts to uncurl, dropping her long legs back to the floor, although she stays bent over, elbows on knees, one hand supporting her head. Emma is no longer shaking, but tears still fall, forming tiny puddles on the dark wood floor. After using both tissues, Emma croaks out a strangled sounding 'why?'

Taking the trash basket, Regina leans around Emma and places it in front of her. As she leans back to sit again, she accidentally brushes against the bent form and Emma jerks slightly, but says nothing. She passes Emma several more tissues.

As she listens to Emma's breathing clear and slow, she knows that answering that question is the hardest.

It would be easy to say 'for Henry' because it was true. In part. But Emma was right; she could have given her any number of memories or none at all. She could have had Henry remember his adopted life differently, to have kept a small part of herself in his memory. Instead, as the curse approached, she had chosen to gift Emma with happy memories, of a good life where she never chose to give up her son. Why, indeed.

She looks at the woman beside her. The reality is she knows why. She knew the minute her hand touched the scroll that Emma had to be the one to take Henry for a thousand different reasons, but giving her good memories and a good life was the culmination of recognizing what that push and pull she feels towards Emma is. That tightening in her chest that makes her apologize to Emma and mean it. That heat and intensity she feels when they get in each others space, that jumpstarted, intensifies, and amplifies her magic.

As Emma rearranges herself and clears her sinuses again, Regina wonders how much she is ready to hear. And how much she is willing to admit to the blonde since there are other factors besides how she feels. Other people to consider.

Smoothing down her pajama pants, she turns towards Emma slightly. "I wanted you to be happy."

Emma sniffles, clears her throat, and says, voice thick with emotion, "I know, for Henry."

Regina takes a risk and places her hand on Emma's knee. "No, Emma. For you."

Emma's knee tenses and for a moment, Regina thinks she may bolt. But Emma turns to her, green eyes searching her face, looking for answers. "If not for his happiness, then why would mine matter?" she asks in a soft voice as if speaking louder would somehow prevent her from getting an answer or getting one she didn't want.

Her own heart is pounding in her chest and for a moment Regina finds herself trying to find a suitable compromise that would sate Emma's curiosity, make her feel better, and not add to what was burdening her. But they've been honest with each other since the day she had almost caused Henry's death and now she owes Emma that much. "I wanted you happy, because, most unexpectedly, I have come to care about you, Emma."

Emma eyes widen. "Care for? That seems like a massive gesture for a friend and I don't know that we were back then. It would have been big even for family, which we aren't either."

Regina says nothing but holds Emma's questioning gaze. The green eyes are bloodshot, rims swollen from her tears, but they don't flinch.

Then the connection is made. Emma blinks three times and a barely audible 'oh' slips past her lips.

Regina pulls her hand away and stands, letting out her breath. She can taste a hint of copper and realizes she must have been biting at her inner lip while awaiting Emma's response. Before she can move away, Emma grabs her wrist. The gesture catches her off guard and she swallows the gasp that threatens to call attention to what she is trying to avoid. She looks down and there is confusion in the eyes that meet hers. "Regina, I'm sorry. I'm not…" The blonde head shakes slowly. "I mean…you're…" she starts again, but words fail her.

She pats the hand holding her wrist and pulls it from Emma's grasp. "You asked. I am content with co-parenting our son, and, while thankfully things have been calm lately, working with you to protect our family as necessary." Emma's eyebrow raises and she rolls her eyes. "Yes, that includes the idiots." This brings a genuine smile to Emma's lips and she knows they are past the dangerous shoals of the conversation. She picks up the tissue box and once again offers it to Emma, who shakes her head.

Emma stands. "Thank you. For listening, for the whole happy memories thing." She looks as if she is about to say something else but shrugs.

Regina steps towards the entry to the foyer. "Emma, focus on the year that you and Henry had. That was all real. All you."

Emma nods. They walk to the door in silence and Regina wonders if tonight will be two steps back. After putting on her socks and trainers, Emma opens the door, but turns back. "Thank you for not lying."

She smiles and nods. "Have a good night, Emma."

Regina watches the door close and turns the light out. As she climbs the stairs, she feels lighter than expected. Despite having had no intention of ever telling anyone, let alone Emma, it felt right to have done so. She could count the number of times she had ever felt she'd done the right thing, and strangely, the blonde was connected to many of those moments.

* * *

><p>Regina's worst fears are not realized and things seem fine between her and Emma. Once again, Emma has stayed for dinner, although tonight she has accepted Regina's invitation for a drink afterwards. They sit tonight in the study, with a nice fire going. Up to this point, conversation has been around the year apart: Henry in New York and the year in the Enchanted Forest. With Zelena's defeat, all their memories were returned and Emma was curious, especially when she found out that they all had retained their memory of Storybrooke.<p>

Emma asks about how Regina had dealt with the separation but is respectful when she gives only the vaguest of answers — that what kept her going was focusing on other problems they faced. The conversation moves to the interactions with her sister and eventually to her interactions with Robin Hood.

Emma is currently laughing non-stop at Regina's descriptions of Snow's constant hints about Robin and his suitability for a relationship. "Your mother, because she and Charming have true love, believes that a relationship is the solution to everything. She is lucky she was a royal and not some village matchmaker who had to earn her keep. She'd have been terrible at it."

"So, if you two didn't get along in the Enchanted Forest, what made things different here?" she asks between laughs.

Regina realizes that she is a slightly intoxicated as she goes to the window to crack it enough to compensate for the heat caused by their delving halfway into the second bottle of wine. "I have no idea. I suppose it was that I enjoyed the attention. I feel more…" she pauses, looking for the right word. "Unburdened by my past here. So it was easier to let it happen. I wanted to connect with someone and he was there. Maybe it was fear that Henry would never get his memories back." She shrugged and tried to lighten the topic by adding, "And Tinkerbell just wouldn't let up on the whole 'soul mate' bit."

"He has the bearded, scruffy, good-looking outdoorsy type thing going on. You seem to like that type," Emma says grinning like a fool.

Regina rolls her eyes as she sat down again. "Ugh, he smelled of forest though. And you are in no position to criticize. You almost married a flying monkey."

Emma starts laughing. "In my defense, it wasn't like instead of a refrigerator full of beer his was full of bananas. At least I didn't date someone because I gave in to peer pressure from a fairy."

Regina raises her glass in a mock toast. "Fair enough. But fate and destiny are important in our world. She is persistent and fairies take their pixie dust quite seriously."

Emma nods. "I still kinda hate August and Neal for using that whole 'destiny' argument. And fairies. Still have a hard time with that one." She starts laughing. "I think if Tink had thrown some pixie dust and told me it would lead me to my soulmate I'd have laughed and told her to go back to collecting teeth."

Regina chuckles. "Don't mock the fairies. They fulfilled an important role in our society."

Emma suddenly bursts into laughter.

"Is that so hard to imagine?" She asks, confused by Emma's reaction. You've read the stories."

Emma waves her hand as she struggles to stop laughing. "No, I just realized that of all the things you, did, cursing the fairies into a nunnery might be a true stroke of evil genius."

Regina smiles and raises her glass again. "Thank you, I thought it rather fitting."

"Fitting? That is an understatement." Emma starts laughing again. "Tink told me that fairies weren't designed for relationships, that they were forbidden and that they couldn't marry or anything. So here, you give them all the thoughts and responses and uh… you know, urges of humans, and then tell them they can't indulge."

Regina laughs. "I'm sure that the Lost Boys aren't the first to sneak illicit materials into the convent."

At this, Emma burst into a full belly laugh. "Regina!"

She laughs with Emma, then adds. "Well, one more thing that Blue holds against me, I'm sure. There were a significant number of fairies who chose to leave the convent when the curse broke. One has quite the reputation and seems determined to fill Lacey's stilettos now that Belle has her memories back and is a bit more… demure."

Emma takes another sip of wine. "Still, I guess I don't subscribe to the whole destiny thing, or political marriages. Maybe if I'd been raised there I wouldn't know any better, but…"

For a moment, she thinks about an Emma raised in the Enchanted Forest and wonders how different would she be. Then, she is glad she doesn't know that Emma. "Yes, after twenty-eight years in this world, I think many of Storybrooke's finest citizens find it difficult to maintain some of the old ways."

Emma nods. "I am sorry that you went through that with Snow's… with the King. I mean, you had a shitty mother and I grew up in the system, but at least I could make my own choices when I was seventeen." She hesitates, and adds, "Even if they weren't always the best choices, at least I had them."

Regina reaches for the bottle and refills their glasses. She gives a noncommittal hum. She's shared some of her history with Emma and while she doesn't wish to go down that road tonight, she appreciates Emma's comment.

There is a comfortable lull as they both watch the fire. Only a few moments go by before Emma asks, "Why didn't you toss a fireball at me or create some new lame report for me to fill out daily when I brought Marion back?"

Emma's words were light, but Regina knows that the question is serious. "At first I felt like, once again, I couldn't have that second chance others always seem to get. No doubt that I was angry with you even though knowing you, it is just the sort of thing you'd do. I can hardly blame you for following your nature. But I saw them together and realized that I didn't feel that way about Robin. I enjoyed his company. He treated me well but there wasn't that connection I want with another person. Although I can see him being a good friend once he stops feeling awkward around me because he went back to Marion."

Emma nods but looks at Regina. "When did you know?"

Regina is momentarily confused. "Robin? Does it matter? The whole thing was rather brief."

Emma shakes her head. "No, that you… that you figured out you were gay or bi or whatever."

"For someone who likes to remind me and everyone else that things aren't as simple as good and evil, or black and white, why do you feel the need to label?"

Emma put her glass down and raised her hands in surrender. "I didn't mean… sorry. I was just wondering because things are so different there. Attitudes and all. You were different. I mean, I saw you, the clothes you wore there and wow."

Regina watches Emma blush. "And wow?" she teases. Emma laughs and shrugs. "I can appreciate beautiful people without labeling or being labeled."

Now it is Regina's turn to blush.

"You must have had men and women throwing themselves at you," Emma says. "Especially the ones attracted to 'bad girls.'"

At this Regina laughs. "I was definitely the bad girl parents warned their children about." She leaves it there, not wanting to explain that back there she used her looks, like every other tool she had, as a means to an end. Relationships were not about caring for someone, but about what she could gain through them.

Emma laughs as she stands. Her hands go to her back pockets and she gives that bashful smile that Regina associates with Emma's feeling like she's overstepped some boundary or made a situation awkward. "I shouldn't have pried. It is none of my business."

Regina stands. "It is fine, Emma. And to, at least in part, answer, I suppose I've always seen the appeal of women and when it comes to beauty, I'd say I never discriminated."

Emma takes a moment to think about it and flushes slightly. "Okay, good." She walks to the door, "Goodnight, then. I'll show myself out," she says as she steps into the foyer. Regina reaches for the glass Emma had placed down. When she looks up again, Emma is watching her from the doorway. "I had a good time."

Emma is through the doorway and in the foyer before she has a chance to respond that she too had enjoyed the evening.

* * *

><p>She hears Henry's key in the door and wipes her hands on the towel as she walks to the foyer to greet him. "You're early."<p>

He flickshis Chucks off and shrugs. "Gramps dropped me off."

She intercepts him at the stairs. After giving him a quick kiss on the cheek, which he returns with a fleeting hug, she tries not to sound surprised. "Oh, is Emma working tonight?"

Henry looks at her a moment before responding, eyebrow inching up. She watches as he decides how to answer and his fingers tap on the bannister before he sighs and says, "No, she left after her and Killian argued again. She was pretty angry."

She must look concerned because Henry adds, "They don't fight in front of me. Much anyway. But I know they've been arguing because she said she was going to the pier."

Regina nods, as if she knows what that means, but she isn't about to ask. "Well, you can get an early start on your homework. Dinner will be finished in an hour."

She watches him casually swing his book bag over his shoulder and head up the stairs. As she walks back towards the kitchen, he says, "Mom?"

She turns, looking up at him. "Yes, Henry?"

He walks back down to the bottom stair, where now they are the same height. His voice grows soft, but he looks her in the eye and says, "I think she could really use a friend."

She takes a quick breath, surprised by Henry. "Emma has friends I'm sure she'd rather talk to."

"But not people she can talk to about him. Ruby still hasn't forgiven him for hurting Belle, so she and Ma don't talk as much anymore— Ruby says it's awkward. Grams keeps talking about how glad she is that Ma is dating and Gramps is like his best bud. But you are a good listener." He gives a little shrug with the smile she can't resist and that melts her heart.

"Henry, I don't know that I'm neutral enough to be supportive in this situation." She hopes her son thinks she refers to her opinion of Hook. While she hasn't been overly vocal, Henry knows she is not a member of the Captain Hook fan club.

"Maybe you could just go check on her?"

He is hesitant with his request, but confident enough that she doesn't detect any fear in his voice and she can't help but smile at how grown up he is becoming. "I suppose I can do that."

"Thanks, mom."

"Well, I'll just put the casserole in the oven and set the timer. Do your homework in the dining room so you'll hear it," she says. Henry nods then bolts upstairs, taking two at a time. She no longer bothers to scold him for running.

She returns to the kitchen and cleans up what is left and puts the dish in the oven, checking the temperature again and setting the timer.

She leaves a few minutes later after reminding Henry, despite his exaggerated eye roll at each directive, to listen for the timer, to be careful taking the hot dish out of the oven, to let it cool before eating, and to lock the deadbolt behind her. Soon he may be taller than her, but he will always be her little prince.

Driving, she wonders what Emma's response to her showing up will be. She hopes Henry is right and that their growing friendship will be of assistance to the blonde. Henry has persuaded them to eat twice a week together and Emma seems to enjoy those evenings. Her breakdown over the memories hasn't been mentioned, although Emma admitted at their most recent dinner that she was more at peace now with the false memories, going so far as to make a joke about Regina's memories influencing her shoe collection.

After parking, she walks out to where she can see Emma's lit silhouette against the black of the ocean and horizon. She is sitting on the end of a bench facing the darkness. The clicking of her heels against the concrete pier echoes loudly and she knows Emma can hear her approach. The blonde, wearing the heavy hood of her brown leather coat up even though it isn't a particularly cold night, doesn't move.

The air is heavy with salt and Regina knows it will storm soon. When she reaches Emma, she pauses, looking at the empty bench next to her, but she walks around and sits beside her. Close enough, but not in her personal space.

She sits quietly, listening to the sounds: the gentle splashing of the tide against the pier, the creaking of boats ties, the thump of hulls against the rubber bumpers. It is several moments before she hears, "Henry?"

"He thought I should check on you," she responds. "He thought you might need a friend." The clanging of a bell sounds loudly, making her jump a bit, then trails off. "He was concerned," she says as the last soft clang getis absorbed into the darkness.

Emma shifts slightly, hands pushing deeper into the pockets on the jacket. "Is that what we are?"

Her heart drops to her stomach at the question, but she steadies her voice. "I'd like to think so."

"But?"

"There is no but," she says, wondering why Emma thinks there is a condition or something that would negate the idea of them being friends.

Emma makes a soft, 'hmm' but sinks back into silence. The silence drags on and she is tempted to ask questions; only her resolve to let Emma choose what she wants to share keeps her words contained.

"It's not supposed to be this hard."

Regina waits for more information but when it isn't forthcoming she asks, "With H— Killian?"

Emma still doesn't answer right away, then gives a frustrated sigh. Regina feels she is missing something but doesn't ask as Emma says, "He believes he loves me. Maybe he does."

Emma shifts and drops the hood, shaking her loose hair out in the soft sea breeze. "He can be sweet, when he isn't… when he makes an effort to not be… so… macho."

"In his defense, he wasn't given memories that caught him up to attitudes in this era like most people here."

Emma snorted. "That doesn't say much for some other men I've dated."

She almost says something about Neal, but knows that is probably too fresh of a loss, certainly too risky when Emma is upset. Before she can think of something less perilous to say, the other woman continues. "Everybody seems to like him, like us…together. Snow, David, Henry."

"Henry is a boy obsessed with fairytales and adventures. What is not to like about a pirate from that perspective? But, I am sure he just wants you happy."

Emma says, "Yeah, he has a good heart."

"Charming isn't much better than an adolescent boy when around people like Hook, and Snow, well… she thinks everyone should be in love and that it is easy," she adds, trying to keep her tone casual.

Emma snorts, but says nothing. They sit in silence and Regina tries not to let the chill of the bench seeping into her muscles make her fidget. From next to her she hears Emma's frustration. "I want to… ya know. But, it just…"

Emma swallows the rest of her words and shakes her head. Regina stays silent because she doesn't know. A part of her wants to, but another part wishes she'd not come. She doesn't know if she is cut out to be this kind of friend.

When Emma speaks again she hears the deep confusion and pain in her voice. "He makes such a big deal about giving up his damn boat — oh sorry, the Jolly Roger is a ship, love," she corrects herself in a bitter sounding impersonation of Hook. "I feel like that should mean something more to me than it does. His bringing it up all the fucking time makes me feel like I'm an ungrateful bitch."

"Emma, the other world, to trade things for a woman, well…" She stops. She wants to say that Hook's gesture shouldn't be seen as an exchange, for either of them, but she bites her tongue. She wants to rage that women are not chattel to exchange for love or power or any other damned thing. That because someone trades something of value or gives you something nice it doesn't entitle them to love or —.

She stops herself. She wouldn't want advice like that if it were her in Emma's shoes. She knows that Emma knows these things, but does she believe them is the question. She tries to be supportive. "Maybe he doesn't mean it that way. I can't say. But, Emma, you are worth the relationship you want. Don't sell yourself short." Regina shakes her head. That isn't what she meant. Emma isn't something to be sold or bought. She shifts towards Emma slightly. Looking at her profile she says, "I don't mean that in a literal sense. What I mean is, if this isn't it…"

The other woman shifts to face her. "How do you know when it isn't? How did you know with Robin?"

Emma looks at her so expectantly, so hopeful. Looking out into the darkness, she says, "I think I always knew. But I think the idea of his being my fate — I had to try. I've seen so much in this world that tells me that we make our own destiny, but there is always this little voice inside, that tells me that what I was taught still holds true, so I listened to that voice. Second chances are tempting for someone like me." Someone who had ruined so many chances for so many, who had so many taken away by those who claimed to love her. She leaves that unsaid, because either Emma understands that about her already, or she doesn't.

"But some part of me knew I was choosing immediate comfort over what I wanted."

Emma stands and walks to the rail of the sea wall. Regina sees the tension in her shoulders and imagines that her knuckles are white from gripping the metal rail. "This is your fault."

The words are angry, bitter. Unexpected. Hurtful. "What?" she responds, shock and disbelief coloring the question. She stands, defenses up.

Emma turns and her voice is full of anger. "Why did you tell me?"

"Because you asked_,_" she snaps.

Emma quickly closes the distance between them and Regina finds herself uncomfortable with the sudden proximity. With the bench immediately behind her, she has nowhere to go.

"So that makes it okay to say something like that?"

It takes her a heartbeat to realize to what Emma is referring.

Emma continues, almost pleading, "What am I supposed to do with that information?"

She can feel Emma's breath on her face as she locks eyes with the blonde. "I didn't tell you so you could 'do something.' I told you because I respect you enough not to lie." As much as she tried to control her tone, her anger won out. "I have kept my opinion of you and that pathetic, self-centered, opportunistic, untrustworthy pirate to myself so don't you dare put this on me."

She can see Emma's rapid breathing, clouds of condensation quickly dissipating in the breeze. "And Robin? Nothing to do with—"

"No." She is honest. At least in terms of direct causation. She holds Emma's gaze until the younger woman takes a single step away.

Emma closes her eyes for a moment and she can see the vulnerability when they open again. In the silence, Emma walks back to the railing and this time she follows.

"I am afraid I don't have advice when it comes to this sort of —" she pauses, searching for the right word to describe where they've landed. In the end, she settles for "situation."

Emma turns to her. "I guess this is awkward, since I know you are not a fan of Killian's."

The snort escapes before she can stop it and Emma's soft laugh next to her makes her smile and add, "Astute observation."

"The string of adjectives gave it away," she deadpans.

Seriousness overtakes her again and she says, "I think you know already what you want to do about him. But I wasn't talking about advice on that."

She hears the deep intake of breath. "Ah."

There are several splashes nearby and Emma seems drawn to the noise, leaning a bit and peering into the dark water. There is a hint of panic when Emma admits, "I don't want to lose your friendship. You get me sometimes when others —" There is another pause and in her peripheral vision the outline of Emma's shoulders shrug. "Just see what they want me to be."

Regina feels the cold of the metal railing move deeper into her hand as her grip tightens because what she wants to do with that hand, innocent enough, is likely to be misinterpreted. She knows she cannot push and pushing is her instinct, what she reverts to when she wants something, when she gets frightened. To give her heart a moment to settle, she turns and leans against the rail, facing the pier, crossing and rubbing her arms, feeling a coldness creep up on her that has nothing to do with the weather.

"I wouldn't jeopardize that. I value our friendship. I don't have many. The last thing I want is for you to feel uncomfortable around me. I hope you can trust that."

At first, she isn't sure Emma hears her; the wind is carrying her words in the opposite direction. But then, Emma turns and she knows the blonde is studying her. "Ok," she says as she pulls up her hood. "I trust you."

When she does turn to look at her, Emma has that shy smile. "You're cold, you should go home." Emma must see her hesitancy because she adds, "You can tell Henry I'm okay."

"Are you?"

Emma rubs her brow. The brief smile she gives is tight, forced. "I will be."

Regina knows she'll get nothing more from Emma so she walks towards the car. She is almost halfway there when she hears the faint footsteps begin behind her. She feels relief, knowing that Emma will return to her apartment.

* * *

><p><em>Whatcha doing? :-)<em>

Regina frowns as she glances down at the text from Emma. She knows she is out with Ruby, probably at the Rabbit Hole. She'd overheard them discussing it at Granny's this morning.

_Don't tell me u r doing mayor stuff on a friday?_

Determined to avoid engaging the likely intoxicated blonde, she returns to the page in _The Fencing Master. _She manages to pretend to herself that she is reading through three more notifications, but gives up in frustration when there is a rapid series of messages. Sighing, she snatches the phone off the end table.

_You are, aren't you?_

_How exciting NOT! LOL_

_BOOOOOORRRRIINNNNGGGG_

Regina rolls her eyes at the first three, hearing Emma's voice in her can't decide if she is more annoyed or amused with Emma's antics. She scrolls through the dozen or so emoticons and symbols Emma sent one after the other, thinking that even Henry isn't this childish. But when she gets to the next two messages, she pauses.

_You should come out with us. I'll bet the Evil Queen knew how to party like a rock star! _

She can't help but laugh at the blonde idiot.

As she continues to scroll down several more notifications come in.

_Although, last time I saw you at a dance you were a bit of a party killer. _

_In a killer dress._

_Did you see that… I made a joke_

_It was funny._

_I know u r laughing_

Regina shakes her head because Emma is right, she is laughing. She gives in and texts, _For your information, I was reading, not working. Nor are you as amusing to others as you apparently find yourself. _

It is only a second or two before the next message comes in.

_I ended up in your dungeon… _

_HEY! Do you have a dungeon in the basement? Huh? Like the good kind of dungeon? *wink wink nudge nudge*_

Emma is obviously not reading Regina's texts as much as she is babbling on. Regina isn't sure how to respond to Emma, who is clearly intoxicated and apparently trying to flirt. Finally, she types out. _Sorry to disappoint, dear. _ Then she adds, _Go enjoy your night with Ruby. I'm sure you two will be fine drinking and dancing the night away like the unencumbered girls you are._

There is a slight delay, then another message appears.

_Oh, so you won't come dancing?_

That is followed by several frowning, crying emoticons.

Regina laughs again. _I am sure you and Ruby have plenty of company, _she replies.

_You know Ruby gets all the attention. LOL_

Before she can respond to the message, another pops onto her screen.

_And she's not you._

Regina's breath catches and she puts the phone down. This is exactly what she swore she was not going to encourage and decides to ignore the rest of Emma's texts. But the sound of another message has her looking despite herself.

_And your evil cleavage_

_;-)_

She is torn between laughing at Emma's head snapping switch from maudlin to flirtatious and being offended by Emma's humor which resembles that of a fourteen year old boy. In the end, she leaves the phone on the end table and picks her book up again.

She stares at the page, unable to re-engage in the mystery set in Spain, but instead finds herself thinking about the one time she'd been in the Rabbit Hole and saw Ruby and Emma dancing. She'd had a meeting and Spencer had insisted they close the deal over a drink. They were finishing their meal when the music grew louder and people started filling the dance floor. From her seat she could observe Ruby as she dragged Emma to the floor.

Dressed more like the cursed waitress than the current blended version of Red and Ruby, she was a force on the dance floor. Her lanky body moved and flowed with the pounding rhythms. Regina could admit to herself that it was an appealing sight and understood why the brunette never had difficulty finding willing partners on the floor, or elsewhere. The young brunette was striking and exuded sexual confidence that she found attractive and in another world, she might have taken advantage of. But under the curse, Ruby had been a bit too free with her attentions for her taste.

While they had both danced enthusiastically, Emma was more conservative, although still graceful on the dance floor. Her beauty was something different — something Regina has yet to completely understand. Ruby would pull her in close and dance provocatively — clearly to garner the stares of the patrons but Emma would regain her personal space within a few beats. Ruby was, in general, a hands-y dancer, but Emma pulled away from almost every touch. While not exactly looking uncomfortable — she had been laughing and smiling — Emma tried to keep a physical boundary that her friend seemed oblivious to.

Even with her family — Henry being the sole exception — Emma kept those boundaries. Which could, she realized, explain some of the tension that manifested whenever Regina had invaded her personal space, especially early on. Emma wasn't intimidated, but more angry that someone had trespassed on the space she had claimed for herself, and rather than yield to Regina, she pushed back.

She sighs as she puts down the book and goes to the kitchen to put water on for some tea. Not flirting, despite her instinct and desire to do just that, It is the best course of action, she thinks, because Emma will probably never be comfortable with more than a friendship. She should put any thoughts of that out of her head.

When she returns to her couch and book, the phone is message free. She is relieved to see that Emma has apparently found something else to amuse herself with rather than drunk-texting her. Determined to give the book one more try, she sits; however, there is the sound of a car outside slowing, then voices. The car starts to pull away and she hears a woman's voice, that she is sure is Ruby, shouting as the car accelerates.

She makes her way to the door, expecting the bell to ring or a knock to sound before she gets there, but it doesn't and she hesitates in the foyer at the top stair, both relieved and disappointed. She is about to return to the study when she catches movement away from the door through the sidelight windows. She rushes down the stairs, opening the door only to see the back of Emma who is now sitting on the stoop.

"What are you doing?" she blurts out, confused by Emma's behavior.

Emma turns her torso towards her and flashes a grin. "Hey."

"Hey yourself. What are you doing?" she repeats.

"Sitting," she says as if it were the most obvious answer in the world.

Regina's frustration comes through as she steps back and starts to close the door. "Have a good time with that, Sheriff."

Emma wavers as she stands and holds up a hand. "No wait. I was going to come visit, but realized it probably wasn't a good idea. I was going to call someone for a ride, but everyone I know…" she leaves off with a shrug. Then the blonde gestures to the stairs. "Figured I'd just sit here a few until I could walk home.

Regina opens the door fully. "Don't be ridiculous. You'll do no such thing in your condition. It is freezing and I'll not be responsible for your catching your death on my property. You may as well come in. I'll make some coffee."

She waits long enough to see that Emma will do as she's asked, then goes straight to the kitchen. "Go sit in the den, I'll bring the coffee."

Her hand shaking slightly, she turns off the tea kettle. Leaning with her hands on the counter taking a moment to collect herself, she takes several calming breaths before reaching up and getting the coffee down. It is then she feels eyes on her. Determined to ignore the feelings racing through her, she measures out the beans, grinds it, and puts it in the maker. When she moves to the sink, she almost drops the pot as Emma says, "Ruby and some of the others wanted to go to a party at Jefferson's. The guy still creeps me out, even if he is good with Grace. I'm pretty sure I'd hit him again if he looked at me in that Mad-Hatter, lunatic way."

Regina tries not to laugh at the aggressive tone. When she is sure she won't, she hits the brew button and turns around, leaning back against the counter.

Emma looks at her a moment before her gaze drops to her own feet, one which is sliding back and forth, toe just brushing the threshold, as if testing to see if she wants to move forward or not. "I wasn't ready to go home. I knew Henry was with David and Snow tonight, so I thought I'd come by. I mean, we are friends, right?"

The look of genuine doubt on her face surprises Regina so she says, "I do believe that after all we've been through, we could be described as friends."

Emma nods but says nothing. After another moment, she pushes off from the doorframe and walks towards the den. Regina stays and waits for the coffee, almost wishing whatever playful mood had Emma texting her and flirting returned.

When the coffee is ready, she pours two cups, leaving both black. Emma needs no more sugars and dairy isn't likely to sit well while her body processes the alcohol.

When she enters the den, Emma is staring at her bookshelves. She coughs politely and Emma turns, taking the coffee she holds out. The blonde raises an eyebrow and gets a grin on her face. She glances at a couple of wooden boxes on the shelves as she says, "So should I not ask what you keep in those boxes? They look too small to hold hearts."

The joke stings a bit, but Regina knows Emma is teasing. Playing along, she gives Emma the grin she knows brought fear to untold thousands as she says, "Dwarves and fairies have much smaller hearts than most."

Emma laughs and Regina sits on one of the couches. Emma follows and sits next to her. While she is taken aback by the blonde's choice, Emma has left room between them and immediately begins to fidget.

Trying to put Emma at ease she says, "Were you and Ruby out celebrating your newfound freedom?"

Emma turns to her, head tilted, eyebrows raised. "How'd you find out? Henry?"

"Henry is respectful of your privacy."

"Did Mary Margaret say something?" she asks, annoyance taking over her features.

Regina shakes her head, pursing her lips, hoping that Emma reads it as disdain not amusement. "While the speed at which that woman can spill secrets is truly a marvel, Snow and I still prefer sniping at each other rather than sharing warm fuzzy moments."

She stops when she realizes how that might sound, but it seems to go right past Emma. Continuing, she says, "Although, Granny's was filled with the talk of your most recent, rather public, disagreement. I do hope your dumping cocoa and pancakes on his new wardrobe doesn't make him return to his three hundred year old favored leather pirate gear."

"He deserved it," Emma says, laughing. "But god I hope not. I mean, I get that it was comforting in an unfamiliar world, but… ugh. He wasn't happy when I suggested he could donate most of it to a gay S&M club."

Regina chuckles. "I'm impressed he knew he was being insulted." She takes a sip of the coffee, stronger than her normal. Lately, she thought it was wishful thinking on her part that there seemed to be more space physically between Hook and Emma whenever she saw them together over the last week. Emma doesn't need to know she is happy to be right. Instead, she says, "But, I also noticed his absence around various places and your renewed friendship with Ruby. I just assumed."

Emma nodded. "It was the right thing to do. Things are better this way."

She is unsure what way Emma is referring to. "And drinking tonight?"

"Not drowning my sorrows, if that is what you think." Emma smiled shyly. "Ruby wanted to celebrate. She's never liked him." She gives an awkward shrug and drinks some coffee. "At least now I can sleep comfortably without having to kick his hairy—"

She cuts Emma off. "Please, I do not need that image."

Emma laughs, "I never did well with the whole sleep-over thing. Except Neil and that was a long, long time ago." She makes a soft sigh before adding, "I'm ok, though. Relieved. I mean, sucks for Killian, but it was worse letting him think it was more than it was."

Regina says nothing, in case Emma interprets her response as unsympathetic or worse, that she is happy the pirate is no longer going to be dogging Emma's every moment.

Despite her declaration, Emma looks less than okay. Her eyes are red and more often than not unfocused, and with the exception of a slight red on her cheeks, her skin in sallow. To lighten the mood, she says, "Judging from the content of your texts and your current state, I'd say you've done quite a bit of celebrating."

Emma colors slightly, but looks up. "Well, if someone would occasionally do something more exciting than town paperwork on a Friday, I'd have done even more. And my texts were coherent."

Regina chuckles, "Grammatically pathetic albeit coherent, yes. But that isn't what I meant by content. I had no doubt that you were intoxicated."

Emma looks at her and says, "I'll have you know that I am funny sober too."

"Henry seems to agree, but then, he is a prepubescent boy. But it wasn't the humor that gave you away."

Emma stares at her in confusion and she appears to be trying to figure out what she may have said. "Perhaps you'd like to explain your comment 'evil cleavage.'"

Emma starts to stutter and she flushes from her chest to her ears. "I didn't, I mean… Oh fuck. I'm sorry." She places her mug on the coffee table, hand visibly shaking.

Regina's laugh is genuine. She briefly clasps her hand over Emma's. "It's fine, Emma. I did dress for effect back then."

Still red, and looking down at her hand, Emma says softly, "It doesn't mean, I… It's okay to appreciate a nice body without…" her voice drops off.

Regina pulls her hand away and to give Emma some space, turns to place her own mug on the end table. She wants to apologize for making Emma uncomfortable, for once again crossing some unspoken, hidden boundary. They had been so good over the last couple weeks with comfortable dinners and sharing drinks and conversation. Relatively few awkward moments, certainly none connected to her feelings for Emma. Just two friends who happen to share a son.

Emma shifts slightly, looking at her briefly before looking down at her feet. "I thought about kissing Ruby, just to see. See what is different, if there is some appeal in a more general way. And Ruby would be easy." Then she laughs. "That sounds bad. But not really because of that. Ruby was pretty fluid when it came to her… uh… you know… dates."

Regina tries hard not to roll her eyes at the term and the 'air quotes' Emma makes and she is only partially successful.

Emma frowns and says, "Anyway, I figured she'd be ok and not all awkward if it all went tits up or whatever." Emma laughes at her own terminology. "Well, that would be good, I guess if we're talking women." She scratches her head, and looks around as if searching for the thread of her jumbled thoughts.

Finally, she smiles — apparently at remember what she was intending to say. "But Red, or the Red part of her anyway, you know what I mean?" Emma shrugs, but apparently she isn't waiting for an answer as she continues, "She's not big on the serious flirting."

There is another pause and looks at Regina, gauging her reaction as she says, "Granted, she is also avoiding the whole Belle thing. The whole one-sided thing has got to suck."

Regina tries not to react, because Emma is right, but she is unsure if she is talking about Red anymore. Looking away, Emma scratches her head. "And honestly, I think she— Red I mean— has a crush on my … on Snow and that would be just—" The blonde shudders and Regina can't help but laugh.

Emma turns to her and unsteadily slides closer. There is almost no space between them and her eyes are drawn to Emma's lips. Regina finds herself torn. She wants to, at least once, taste the lips of the woman who has challenged her and understands her in a way no one else has. She also knows that Emma wants her enough to be struggling with it. She understands the impulse to indulge in a bit of liquid courage, but at the same time, Emma is well past that stage, and her reason is skewed at best. Maybe Emma won't remember this, or pretend not to, but she doesn't know that she can simply put it out of her mind once it happens. Not with how often she sees Emma now. She doesn't know that it won't make things worse.

When she looks back at Emma's hooded eyes, she realizes that she has unconsciously leaned closer to the blonde. Now, she can feel Emma's breath that smells strongly of alcohol. Just as Emma moves in to close the gap, eyes focused on Regina's lips, she catches herself. She places a hand gently on Emma's shoulder, stopping her forward progress. "Emma, I'm not some science experiment." It comes out harsh, which isn't what she wants.

Emma gives her a skeptical look. "Or you are the type that could blow up and land me in the hospital."

Regina stands and steps away, putting some space between them. Emma grabs the back of the couch for support.

Regina catches Emma's unsteady gaze that is filled with questions. "No, I can't… won't go back to that kind of anger between us. No matter what."

Emma nods and she continues. "But I also don't want something to progress based on mere curiosity. I know you may not get to a comfortable level with how I feel and I understand. Things may never work out, but my feelings are real."

At this, Emma looks up. "I know they are," she says and Regina senses a sadness in her voice and the way her shoulders slump.

"Emma, I'm so sorry. I _am _content to be friends. I like having you here for dinners and conversation and I am glad we've reached this point." She catches herself. "I mean at the point in our relationship where we've become friends. Not this… tonight."

Emma blushes and nods, but doesn't meet her eyes.

"It doesn't have to be anything more than Henry's mothers being friends." She wants to say that if even that is too much for Emma, she will accept it, but she doesn't want to lose what she has. Silently, she vows to not let them get in these situations.

Emma looks back up at her. "I should go," she says rising from the couch, only to sit back down quickly. She groans, "As soon as things stop spinning."

"You are in no condition to go anywhere. You can sleep in the guest room."

Emma looks drained and acquiesces silently with a nod.

"Let me get you some water and something to stave off the hangover you are unlikely to avoid completely," she says as she takes both mugs and heads for the kitchen. When she returns it takes her a second to realize that Emma has managed to get off her outer shirt and her boots and has flopped across the couch, feet on the floor, legs in an awkward position.

Regina takes a moment to study the sleeping figure. She is in a chemise of far fancier material than she's ever seen on Emma before, although its cut is almost as utilitarian as most of the woman's usual wardrobe. But it clings in all the right spots.

Regina catches herself as her eyes gravitate lower than they should and she snatches a blanket from one of the cabinets below the bookshelves. Careful not to wake Emma, she lifts her legs onto the couch and covers her with the blanket. Emma grunts, then mumbles something she can't decipher. Absently, she brushes stray curls from Emma's face. "Goodnight, Emma," she says as she shuts off the light and makes her way upstairs for what she predicts will be a restless night.

* * *

><p>Regina tries to keep the frustration from her voice. They've been at this for several days, Emma insisting that their magic lessons were focused on the wrong things. That being able to teleport small objects was not going to help in case of some magical attack they all knew would come eventually. So, at Emma's insistence, they were practicing magical defense.<p>

Today, taking advantage of the unseasonable warmth, they are out on the back lawn. Emma is getting beat. Badly. And Regina isn't even breaking a sweat. "I know you are related to the idiots who regularly lose each other and are also incapable of keeping their balance on anything but a level floor, but you must have some sense of how to remain on your feet in a fight."

Emma grunts as she stands and Regina catches herself focused on the grass stains on the seat of Emma's faded jeans. When the blonde turns around, she shifts her gaze to her face, which at the moment is contorted in a look of disgust. "Dammit, it isn't the same. The distance. It is fucking with me. It makes it hard to predict."

Regina sighs and her hands go to her hips. "No it doesn't. I flick my hand or arm from right to left that is the direction the attack will move. If I shove both my hands straight at you, that is where the wave will hit. I'm not trying to trick you."

Emma rearranges her ponytail high up and sighs. "Yeah, I know. But you make it sound so easy."

Regina shrugs. "In the big scheme of magic, it is pretty basic."

"Yet, I'm pretty sure it was you flying into the clock tower," Emma mutters.

Regina can't resist and flicks her wrist in a quick gesture upwards. Emma flies backwards landing again on her ass. She can't help but smirk at the look on the blonde's face.

"For fuck's sake, I wasn't ready," she groused.

"Yes, because your attacker will most certainly wait until you are."

Standing, Emma puts her hand up in a gesture of surrender. Stripping off her outer shirt, she grunts. "Fine, let's go again."

Regina steps back two paces. "Start loose, watch my movements. Think like a soccer goalie, only focus on my hands, not my feet."

She is surprised when Emma starts laughing. "Soccer? I never pegged you as a sports fan, let alone soccer."

"There are many things I think that would surprise you, but right now you need to focus."

Emma nods then stands, legs shoulder's width apart. Regina almost laughs as the blonde shakes out her arms and rocks a bit from side to side, doing an interesting impersonation of a goalie.

This time, when she sweeps her right forearm across her body, chest height, from left to right, Emma positions herself quickly, her bare arms tensing. She throws up a shield that absorbs much of the power, but not enough to stop her from stumbling several steps to the side. "Shit, shit, shit," she yells in frustration.

Regina pinches the bridge of her nose, then walks towards Emma. "Let's try something different."

She hesitates, almost losing her train of thought as she sees the sheen of sweat on the blonde's upper arms, which tense as she clenches her fists. "I can't do this." Emma's annoyance is clear in the tone.

She wants to tell Emma she can, but Emma is about doing, not thinking and right now, she needs to respond with instinct. "Balance. You have to feel it. The force came from your right and you blocked well, but you didn't use magic to counter-balance and resist the force your shield couldn't absorb."

Emma's shoulders drop. "I forgot."

"Feel, not think," she encourages. "Ready your magic." She waits until she feels a slight tingling on her skin. "Okay, now throw out your defense just like you did before."

Emma does and Regina watches as her right arm snaps out on an angle to her body and she feels the surge of magic. "Hold that," she says as she moves quickly behind Emma. She gently takes Emma's other arm and moves it almost exactly opposite. As she does, she feels Emma go slightly rigid. "Move your leg a bit just like you would if a physical blow were coming from that side."

Emma does as directed.

"Now, channel some of your power from your hand to the ground. Let your magic follow mine." She demonstrates what she wants and adds, "The same way you visualize the shield, visualize creating a support between you and the ground. If pressure against your shield increases, you increase the amount of magic you push outward in _both_ directions."

She is directly behind the blonde and her hand can feel the magic coursing through Emma's arm. Her chin is just above Emma's almost bare shoulder and she can smell a mix of salty sweat and a pleasant soft citrusy tang she guesses is Emma's body wash. She is almost overwhelmed with the desire to find out what Emma's skin tastes like.

"Regina?"

"Hmm?" she responds, distracted.

She realizes how distracted only when she hears the rough tension in Emma's voice and feels her magic dissipate. "Something changed. Just now. I felt it. What were you just thinking?"

She starts to uncurl her fingers from around the warm skin beneath them, but Emma says, "Stop. Tell me. Be honest, please."

Her stomach clenches and she pulls her hand away as she takes two steps back. "Emma, don't. I —" But she can't finish the thought. She promised herself and Emma that this sort of thing wouldn't be a problem. Angry and disappointed with herself, she feels the urge to run because she can't lie to Emma, but she doesn't dare give her the truth either. She turns and makes her way as quickly as possible for the back door.

Emma doesn't chase her and for a moment she is relieved. The kitchen is cooler than outside, but she feels overheated. Stripping off her light jacket, she toss it on the island. She pours herself some cold water from the door of the refrigerator, drinking until she feels as if she might be sick. Her heart is thudding in her chest and she rests her head on her hands, using the counter as support.

Two or three long minutes go by and she tells herself she should go check on Emma, or at least see if she is still out in the yard or if she was gone. She tells herself again after another few minutes, but she remains where she is.

She hears the door slowly creak open but still she can't persuade herself to turn around. It clicks gently and she can feel Emma's gaze on her.

"Regina, please?" Emma's voice is raspy and she knows that the younger woman has been crying. That forces her to steel herself as she feels her own tears start to well.

When she doesn't respond, Emma continues. "I felt something. It wasn't the same as the magic is normally. For a moment I felt wanted." There is a breathless pause, then almost inaudible, she hears Emma breathe out, "Desired."

Regina straightens and turns. She expects to see anger on Emma's face, but instead there is confusion, hesitancy, and curiosity. There is no blame or accusation, but her eyes are pleading.

Emma is back in her flannel shirt, to her relief. Regina closes her eyes for a moment, hoping that things will be different when she opens them. That none of this is happening. Emma is still there, however, and with a sigh she says, "I was thinking about what your skin tasted like. I wanted to kiss you there." The words make solid what were only thoughts before. Harmless, unknown, and controlled thoughts. Emma makes no movement beyond swallowing but a deep blush colors her pale skin.

She can't unsay or return those now concrete thoughts, but she tries to put it in context. "I am so sorry. I never wanted to have you feel uncomfortable, and I am sorry that happened. I let my guard down. I'll understand if you choose to walk away from the friendship."

Emma seems to think about that for a moment.

"You'd let me walk away?"

Regina nods. "I want your friendship, Emma, but not at the expense of your comfort."

Emma moves, but to her surprise it is not to leave. Instead Emma moves closer, so that her still tensed body is directly in front of her own with her back to the kitchen island. Both of them have used invading the other's personal space as a weapon, but Regina is not sure why Emma is doing so now. Yet, as Emma looks at her unflinchingly, she senses that were she to move the blonde would see it as a rejection of her on some level.

Emma takes a breath and her blink lasts long enough to be noticeable. "Was it the magic?"

Emma has given her an out, but she finds she can't take it, that Emma deserves an honest answer. She thinks back to the wraith attack and Emma, in a rare physical gesture, placed her hand on her and it was like a spark to the tinder of her magic. She felt the blonde's fear in the same instant as she felt the magic — fear that was centered on her, for her_, _not fear of the wraith or for her parents. "I believe that the magic just heightens what is already there because magic is emotion, interacts with emotion, feeds on it."

She is surprised when Emma relaxes slightly. But she is unprepared when Emma closes the distance and they are toe to toe. Green eyes search her face and then a flash of the shy smile crosses her features.

"I want to kiss you."

Unlike the other evening, Regina knew this was a different kind of curiosity. This is not about what it would feel like to kiss another woman, but about Emma verifying that she felt something earlier out on the lawn.

She smiles and her response, the fact that she is okay with this, is a revelation. "I'd like that, Emma."

Emma blinks slowly three times then dips her head forward, tilting just slightly. The first touch of her lips is so light, so soft, so tentative that she is afraid to respond. But Emma shifts her body closer still and the kiss becomes more and Regina's pulse starts to race. Her hands come off the counter and she catches herself as they hover near the Emma's toned biceps but she doesn't touch. She knows that Emma needs to lead this. Her heart jumps as the back of Emma's hand brushes tenderly across her cheek.

When Emma's palm cups her cheek and she puts more pressure into the kiss, Regina has to stop herself from letting her tongue slide between her lips and across to Emma's. She wants more. So much more. So much more than a kiss.

As her chest rises and falls, she can just feel Emma's so close and she wants to feel those curves against her own. In that moment, she forgets her hands and they fall onto the curve of blonde's hips and she tries to pull Emma closer. In the next moment, she realizes her mistake when Emma goes still for an instant, then breaks the kiss. She drops her hands but Emma doesn't pull away.

Emma's eyes are still closed and Regina watches as her tongue unconsciously traces her upper lip. With the softest of sighs, she opens them and holds Regina's gaze. "Thank you. I needed to know."

Her question must be plain on her face because Emma laughs lightly and says, "That probably sounded awful."

Then the blonde steps back and scratches her head. "But no questions, please? I need a little time to… process."

Regina nods and Emma slips past her. But when she reaches the doorway to the kitchen, she turns back. She doesn't say anything, but she gives Regina a genuine smile before turning and heading into the foyer.

Regina is unsure of how much time passes before she realizes that her hand is moving across her lips as if she can call back the feeling of Emma's against her own.

* * *

><p>Tonight is Regina's first evening by herself since that first kiss in the kitchen. They have spent every one in the past two weeks together for dinner and watching movies. At least that was their excuse. Most nights, after Regina made sure Henry was in bed, they talked and they kissed and the amount of time focused on a movie became negligible, to the point where last night when Emma asked what she should put on her answer was, "Does it really matter what we don't watch?"<p>

Regina smiles at the thought of kissing Emma. As she dries dishes from her rushed dinner with Henry, who had just been picked up for a weekend camping trip with a group of boys and Jefferson, Frederick, and Michael, her mind wanders over their recent evenings.

It started tentatively and Regina found herself reassuring Emma that they could take it as slow as she wanted, but when she forgot herself and her hand drifted to bare skin or ventured too close to sensitive areas, Emma would stiffen and inevitably the kiss would break, portending the end of the night — at least early on. But each evening Emma's kissing was more passionate, her tolerance for Regina's touches increased, and the younger woman showed signs of wanting more — pupils dilating, shallow breathing, skin flushing.

Most nights, Emma was the one to halt things, often with a soft apology. Regina was never sure if the apology was because Emma wasn't ready to go further or if she thought she was pushing things too far, as if she could sense just how aroused Regina had become. The last few nights, Emma halted things, only to restart them after a short break for any number of mumbled reasons like, needing a drink or food or to stretch her legs.

Just the thought of how Emma's kissing affects her sends the first flush of arousal through her body. Shaking her head and trying to think of something else, she reaches to put the last glass in the cabinet. The message alert and vibration of the phone startles her.

When she reaches for it, she is intrigued because the text comes from Emma, who is supposed to be having dinner with her family.

_Snow's sick_.

But it is the second text that makes her heart jump.

_Tonight_

They have talked about this. Or rather, talked around it. At first, she would remind Emma that she could wait until she was ready. Emma would, more often than not, stammer out something about how she wanted to, that she liked it, and then clam up in frustration. After telling Emma that she trusted her to let her know when she was ready, Regina stopped bringing it up because it seemed to put more pressure on her than simply enjoying the kissing. But it did leave her frustrated in a way that she would not share.

Staring at the text, Regina wants to be sure and she realizes how much she hates this form of communication. Her fingers type out the message but her thumb lingers over the send key for a moment before she commits.

_That does not seem to be a question._

Emma's response is almost instantaneous.

_It's not_

Her thoughts on Emma's kissing may have been the first flutterings of arousal, but those words open the tap and make thinking difficult. Before she can decide how to respond two more texts come through.

_I want this. You. _

_Tonight. But I need you to take the lead._

She rereads the texts several times, trying to wrap her head around the strange combination of surety and vulnerability in those dozen words. So Emma. As she stares at it another message comes through.

_Regina?_

Realizing that the last thing she needs to do is make Emma regret telling her, she quickly types out her message and hits send.

_Yes, Emma. I can do that, if you are sure._

The whoosh sound indicating that the message has sent is barely finished when there is a soft knock on the door. She walks towards it, her speed increasing along with the beat of her heart. She opens it to see the blonde shifting from foot to foot.

Emma looks up and Regina moves back to let her in. As she passes, Emma, in a gesture that thrills her, takes Regina's hand. She held Emma's hand at the town line, then again awkwardly at the seance — but that was her doing the holding. Once or twice Emma had grabbed her wrist or arm to stop her from leaving, or help her or such and while any touch was rare, this was Emma, holding her hand in an intimate gesture. Even with all the making out they've done, Emma didn't hold hands.

But the hand is warm despite the cold outside and Emma's thumb brushes over the back of her hand rapidly as she says, "I'm sure."

Regina swings the door closed and steps in towards Emma, who immediately leans in to kiss. It is heated and she grasps Emma by the hip, pulling her tighter. Emma's other hand makes the lightest touch against her bare arm, moving up and down and Regina almost twitches at the sensation. Emma, up to this point, always kept her hands still, picking a spot and staying there.

She hums her approval, then pulls away slightly. Emma has a slight smile on her face but tilts her head, silently questioning. "You can stop at any point if you're not com—"

Emma's finger gently pressing against her lips stops her from finishing. The blonde is quiet as she steps away, slipping off her heavy leather jacket. Regina watches her put the coat in the closet and then step towards her.

As Emma bends to remove her boots, she says, "Don't."

Emma rises slowly, a mix of fear and confusion on her face. Regina moves towards her, lifting her chin to see her eyes. "I like you in the boots." She leans in and lets her lips brush Emma's cheek on her way to her ear. "It's part of your…appeal," She whispers. "Leave them on for now."

She can feel the heat of Emma's flush as she pulls back. There is a brief moment where Emma looks like an awkward teenager, but all it does is make Regina want to ensure that the night goes well.

"Do you want a drink?"

Emma steps close and Regina can see the desire in her eyes and her stomach clenches. The blonde's gaze moves up and down the length of her body and lingers at her cleavage. Emma's hand goes to her hip and when Regina steps closer, Emma's eyes move up and settle on her lips. There is a husk to her voice that Regina's never heard as she says, "I told you what I want."

Regina moves her hand up to the collar of Emma's soft plaid shirt as her other slides to the back of her neck and pulls her tight for a kiss. She tries to start slow, but Emma escalates the kiss quickly.

Despite the intensity of the kiss, Emma pushes no further, hand remaining on her hip and, with the softest pressure, on the small of her back. Emma's text flashes through her mind, and Regina shifts her hand from the shirt to let her fingers play across Emma's collarbone. She feels Emma shudder slightly but only for a fraction of a second. Tracing her fingers along the edge of Emma's tank-top below, her other hand taps softly against Emma's neck and she can feel the pulse below her thumb increase and she breaks the kiss. "I think we should move this upstairs," she says as she takes Emma's hand.

Emma doesn't resist and when they enter the bedroom, she brings Emma's hand to her lips, kissing the back of it, then opening it and kissing the palm, letting her tongue trail to the inside of the wrist where she sucks gently on the skin there. When Emma gasps softly, she pulls away.

After twenty-eight years of not using magic, Regina has grown used to doing without, but tonight, she wants atmosphere without breaking the mood. With a flick of her wrist, the half a dozen candles around the room flare to life.

Emma lets out a soft chuckle. "Cheater."

Regina smiles and gives a soft, "Sometimes," as she unbuttons Emma's half open outer shirt. When she releases the last button she lets her hand rest briefly on Emma's torso. "But, I promise," she says as she walks around Emma and, reaching around her, begins the pull the shirt from her. "That is the lastshortcut I'll take tonight."

Moving the blonde hair over the other shoulder, Regina lowers her mouth to the exact spot that she has thought so much about since she accidentally revealed her desire to Emma during their magic lesson. The skin is soft, but below the tendon is strong as it flexes just a bit and she knows Emma has swallowed, possibly to contain her reaction. Determined to hear the blonde respond to the attention, she sucks and uses her tongue on the spot and is quickly rewarded with a soft, 'oh' that falls off into a sigh.

Letting her tongue slide up the length of Emma's neck, her left hand slips under the hem of the tank, nails scratching lightly on the toned abs, while her other caresses the equally toned bicep. She can feel the ab muscles twitch slightly and fine hairs rise on Emma's warm skin. Her tongue and teeth play with her earlobe and she whispers. "Your skin tastes better than I've dreamed about."

Emma shifts slightly as if to turn around. "You dream about me? This?" The awe in her voice was unmistakable.

Regina hums her contentment against Emma's neck before responding. "Quite frequently since you kissed me in the kitchen that first time."

She steps back and pulls the shirt the rest of the way down, Emma's arms pull behind her slightly as the shirt is peeled from them. Dropping the shirt behind her, Regina steps so that her front is pressed against Emma's back. One of Emma's hands stays behind, lingering on the side of her thigh.

Sliding one hand under the edge of the tank top from Emma's waist to rest lightly on her stomach, her other hand drifts, barely touching skin, over the length Emma's bare arm, and she feels the goosebumps rise under her fingertips. "Have you had dreams about this?" she asks as her hand drifts up Emma's ribs to brush over the side of her bra.

Emma shivers, nods in response to Regina's question. She is not sure if Emma doesn't want to say it aloud or if she's lost her train of thought because of her touch, but the sharp intake of breath and soft sigh encourage her hand's exploration of Emma's skin.

When she pulls away and slides around Emma, fingernails dragging softly across skin, she notices Emma is worrying her lower lip between her teeth. When Emma opens her eyes, Regina whispers, "Are you okay with my touching you like this?"

Emma hesitates for a second, but then nods, enthusiastic smile lighting up her features. Regina can't help but return the smile and she leans in to kiss the blonde, teasing with her tongue then pulling away slightly. Emma gives chase until Regina pulls a bit further away, and the younger woman has to either lose contact with Regina or grab onto her. Emma stays put, so Regina grasps the hem of Emma's t-shirt.

Emma says in a voice just audible, "I've had dreams, and uh… you know." Her eyes meet Regina's but dart away, then close. "Fantasized." It comes out breathy and she feels herself flush.

"Hmm, I'm flattered, and hope I can live up to the fantasy."

Emma's eyes flash open. "You're not angry?"

She can't help but laugh and it brings a smile to Emma's lips. "I guess all that hot and heavy making out has been working. I was getting worried," she says, leaning back in for a kiss.

She is so close she can almost feel the vibration of Emma's lips when she whispers, "Uhm, You make me nervous."

Regina feels her heart skip a beat. Pulling back a bit, she asks, "Do you want to stop?"

Emma shakes her head and says more strongly, "No, I'm good."

Regina is still unsure as she sees Emma's fingers flicking across the fabric at her thigh. Her hand reaches to still the gesture. "Are you worried things will go wrong?"

Emma's head shakes in barely perceptible negation. "More that I won't get it right. I feel like a teenager again. Which is stupid, because we aren't."

"No, we certainly are not that," she husks. She gives Emma's hand a quick squeeze before moving to grasp the other side of Emma's tank. "You are thinking too much, so just let me know how this feels."

Bending forward and lowering herself, Regina places her lips against the taut muscles just above Emma's jeans. She starts to lift it upwards, placing kisses and letting her tongue drag against skin that is slowly revealed. "Do you like this?"

There is a long slow, slightly high pitched whimper, then a soft 'yes' from above her. When she looks up she sees Emma begin to gnaw at her own lip again. Regina's brief worry that Emma might stop disappears as quickly as it comes when she pulls away as she reaches the barrier of the bra, and Emma raises her arms up, allowing her to pull the tank over her blonde head.

Regina's eyes drop immediately to the contrast of the pale skin and the dark silky fabric of Emma's bra. Half of her wants to admire the toned figure but the other half wins out and her mouth begins to kiss and lick a path along the edge of one cup while her fingers tease and scratch along the other.

Hands move to her hips, thumbs just nudging under her shirt. Emma's chest is moving up and down noticeably but the movement halts when Regina's hand begins to palm her breast through the fabric. When Emma does release her breath, it carries a soft moan that sends a wave of arousal straight to Regina's core.

Her mouth traces a path back up to Emma's neck and she begins to suck on Emma's pulse point. The rapid, but steady pulse beneath her tongue brings a smile to her lips, knowing that she is the cause of it.

She continues to massage Emma through the bra and Emma's hand, resting on her hips, begins to tighten and loosen in a slow rhythm. Encouraged, Regina moves her other hand over Emma's ribs to her back. Her fingers take hold of the bra clasp and Emma's grip on her hip tightens. Regina pulls her mouth away and looks up at Emma. "May I?"

Emma tongue darts out, moistening her lips and she nods. Regina straightens up and leans in. This time Emma meets her halfway and the kiss is deep and confident. As Regina lets her tongue explore she hears a low rumble from low in Emma's throat.

While kissing, she flicks open the clasp, letting the back fall open but the expected stiffening from Emma doesn't happen and she lets the kiss continue for a moment before she pulls her head away, breaking it. She can feel Emma's eyes on her as she takes in Emma's cleavage. Her hand gently moves the strap off Emma's left shoulder and she leans to kiss it. She repeats the movement on the right. She can feel her own heart quicken as her finger traces across the left cup. Looking into Emma's eyes, she hooks the apex of the bra with her finger. Smiling, she steps back, pulling the bra with her, eyes dropping to the soft flesh revealed.

She lets her eyes roam from the low slung jeans over the toned abdomen, up to the perfect breasts. It is then she notices Emma's hand,that was on her hip,now hovering indecisively. It reflexively starts to move as if Emma means to cover herself. Regina reaches out and stops the arm. "Don't. You are beautiful. You have a beautiful body, Emma."

Emma's gaze drops to the floor and she shakes her head. Whatever confidence the blonde had moments ago disappears. Regina gently lifts Emma's head. "I have always surrounded myself with the finest things, and you, Emma, are no exception." Keeping her eyes on Emma's she repeats, "You. Are. Beautiful."

Emma says nothing but holds her gaze. She senses Emma is teetering on some ledge only she can see. Still holding Emma's arm she tugs gently. "Now come here," she says as she guides Emma to the bed. She sits Emma down on the edge of the bed and steps back a pace.

The blonde head tilts, questioning. Regina's hand goes to the buttons on her shirt and Emma's eyes widen. Despite her own rapidly increasing arousal, and her instinct to control, she doesn't want any hint of a power dynamic between them. She wants Emma, whose confidence is so fragile, to feel on equal footing. Emma said lead, not control.

Slowly, Regina undoes each button on the shirt, from the bottom up. Emma's gaze moves with each one following her hands. She removes her shirt, letting it fall to the floor. Emma's shoulders rise and fall and Regina wants to tell Emma how sexy she is when she bites her lip, but she knows it would make her self-conscious. Instead she moves her hand to the front clasp and releases it. She shrugs off the silk and lace and tries to keep a straight face as Emma says, "Wow."

Emma surprises her by extending her arm, reaching for her. Regina moves towards her, stepping out of her heels as she does so. She takes Emma's hand but stops in front of her. Emma's other hand moves towards her as her eyes travel from her waist to her breasts where they stall. Her hand's progress stops as well and Emma pulls it away, looking up at her.

Regina moves to straddle Emma, forcing her to scoot back until the back of her knees are against the mattress. As she settles her weight on Emma's thighs, she reaches for Emma's right hand with her left, placing it open palmed on the swell of her breast. She drops her own to Emma's hip. Emma's eyes are focused on her own hand, but it is still for the longest time. She is about to tell Emma that it is okay — that she wants her touch, when she feels the gentlest movement of Emma's thumb against her skin.

"You are stunning," Emma mumbles as her hand lifts slightly and starts to move tentatively over her, following the contour of the breast below it.

Regina murmurs her approval as Emma's palm drifts over her nipple, causing it to harden in response. Emma lifts her chin up slightly and leans in towards her neck. She tilts her head in response and Emma's lips' touch is light, cool on the heated skin. She feels Emma's tongue and lips start to explore while the hand on her breast gently molds to her, thumb continuing to brush back and forth in a slow rhythm. Her right hand entangles in the thick blonde locks as she pulls Emma inwards in encouragement.

Emma's head stills as her hand slides from her breast around to her back. Regina lightens her grip on Emma's head, afraid she's done something wrong, that Emma is back to stiffening or pulling away at the unfamiliar. But then, Emma's other arm wraps around her waist and she is pulled into a tight embrace that Emma seems to sink into. Emma's cheek is resting on her shoulder as takes a deep calming breath.

Between the soft press of Emma's breasts against her own and the realization that she is finally a recipient of a full-fledged, tight hug from Emma, her heart is thudding rapidly against her ribcage. She has only seen Emma give a hug to her parents — always in a moment of crisis — and Henry. And now, she worries that this too may be a moment of crisis for Emma. Returning the hug, she can feel hot breath against her neck stop then start again, and she knows Emma is trying to word whatever thoughts she needs to voice. Trying to control her own impending panic, Regina runs her fingers through Emma's hair.

There is the slightest slackening of pressure on her back and Emma says, "I want you, but I don't want…" Three breaths. "To fuck it up, yah know?"

Regina says nothing, knowing that the question is rhetorical, but she lets her fingers rub Emma's back, hoping Emma will see it as the comforting gesture she means it as.

Emma takes another deep breath and continues. "I'm feeling so many things right now."

The vulnerability in her voice makes Regina's catch as she whispers, "Good ones, I hope."

She feels Emma's head nod against her shoulder. "Hmm, yeah, mostly. Some really good."

Soft lips press against her neck and a thumb rubs gently at her lower back. When the lips break contact, she feels a brief huff of air. Emma's breathing quickens. When she feels what she knows is a tear roll down the back of her shoulder, she swallows, trying to still her own worry.

In a choked voice, Emma says, "Tell me this is more than just sex."

Relieved, Regina brushes the hair away from Emma's shoulder and places a soft kiss there. "Oh, Emma. Of course it isn't just sex. If I'd wanted that, I'd have kissed you during one of our more intense arguments, like I'd wanted to."

There is a soft chuckle than a sniffle. "I think I knew then, too. I just didn't allow myself to think about it."

Regina tries to pull away, but Emma clings tight. "I kept telling myself it was anything but attraction and feeling something for you. I haven't thought about kissing a girl, a woman, since I was thirteen, let alone something more."

She stays quiet, accepting Emma's confession without judgement or questions. Hopefully, tonight will go well enough for questions and details somewhere down the line.

A couple more tears make a cool trail down her skin, but Emma isn't shaking or breathing heavy, nothing like some other nights Emma had shared with her. "You gave me happy memories — your memories. Tonight, I wanted to give you at least one in return, but I just have no idea what to do."

She can hear the frustration in Emma's voice so she pulls away slightly. "Emma, look at me."

Four deep breaths from Emma before her head lifts. Her eyes glisten in the light, soft and vulnerable.

"You owe me nothing. Ever_._"

Emma nods but is worrying her lip again.

She reaches up and gently wipes the last remnant of a tear from Emma's cheek. "As to the rest, you need to stop putting others before yourself. Right now, let me give you pleasure. The rest will likely follow."

The nod she receives is hesitant, so she smiles and lets her hand caress down to the valley between Emma's breasts. She is unsurprised that Emma is still feeling like she isn't enough, like she won't get this right. "So far, you've managed to have me taking cold showers all too frequently."

Emma's flush is quick and it makes her laugh. "Oh, is that embarrassment on my behalf or am I not alone in my frustration?" she asks dropping her pitch and dragging her nails from the underside of Emma's breast, over the side, and up to her collarbone. She leans close to Emma's ear. "Sometimes a shower isn't enough. Is that what you meant when you admitted to 'fantasizing'… mmm?"

Emma flashes her a quick grin then her hand is on Regina's neck pulling her in. "Shut up," she husks before kissing Regina hard, all tongue and teeth clashing.

Regina slides her hand from Emma's hip to the small of her back and when her nails tease the indent just above Emma's ass, she twitches and hums into the kiss. Regina pulls away and Emma gives a soft whine of displeasure. She smiles and using her hand against Emma's shoulder, pushes gently. "Lie back."

Emma's lip is back between her teeth, but she does as Regina directs. Regina repositions herself so she is to the side slightly. Her hand begins to trace a circular path over Emma's breast, ever closer to Emma's nipple. She smirks as it hardens before she gets close and Emma's breathing rate increases slightly. She lowers her mouth to the other breast and begins the same pattern with her tongue, immediately earning her a soft moan from Emma.

Deciding to be merciful when she notices that Emma is clawing at the bedspread every time her tongue or finger get close to the nipple, she takes one in her mouth and the other between her finger and thumb.

"Hmm, yes," Emma breathes out.

Regina moans against Emma and begins to tease the nipple with her tongue, first with slow, wide swipes then stronger flicks, while alternating running her palm over the other and flicking it between her fingers. Emma's moans increase in volume and Regina is fascinated how sensitive the blonde is. She wonders if it is possible to bring her to orgasm just from this.

She files the thought away for the moment and shifts her position again so that she hovers over Emma. Her thigh slides between Emma's as the woman below opens her legs to accommodate. Breaking contact with the heated skin below her, she waits until Emma opens her eyes. She smiles as she slides up, intentionally putting pressure on Emma's jean covered sex and she is satisfied when her eyes flutter shut and she watches the blonde swallow hard before licking her lips.

Dipping her head, she swipes her own tongue across them. Emma's eyes open and she rises up to capture Regina's mouth as her arms come up across her back and pull her down flush against her. The kiss is intense but when she feels Emma's arms relax she breaks it and raises herself so that her nipples tease lightly against Emma's skin as she begins to kiss and use her tongue in a slow progress down the length of Emma's body.

But, because of Emma's position, she can't go as far as she wants. With a sigh, she climbs off the bed. She chuckles at the huff of displeasure Emma lets out as she raises herself onto her elbows.

"I'm afraid that the current position and your clothing are interfering with my plans." She sinks to the carpet in front of Emma and grasps one leg, hesitating, hand on the zipper of her boot and says, "I said I wouldn't use any more magic, but I'm sorely tempted to leave you in just your boots."

Emma's eyebrows go up in surprise, but whatever question she has is left unspoken when Regina says, "It would be worth dry-cleaning my duvet for."

"Oh, damn," Emma groans out.

Laughing, she makes quick work of both boots as well as the socks, and slides her hands up the calves, below the jeans, slowly, massaging the muscles. Withdrawing her hands after progressing slowly back down the calves, she kneels up between Emma's legs. Using her nails against the course material, she drags them up the top of Emma's thighs. Reaching for the button, she pauses, looking right into Emma's eyes. After a slow blink, Emma's head dips in consent. She maintains eye contact as she undoes the button and pulls the zipper down.

Her impatience gets the better of her and she slides her hands under the fabric of both the jeans and the underwear below. She moves them to Emma's ass and she lifts her hips in response. She begins to maneuver the last of the clothing over the pale hips but even in the flickering glow of the candles, she can see the paler stretch marks on Emma's pale skin and she immediately begins to trace them, removal of Emma's jeans momentarily forgotten.

When Emma realizes what she is doing, she says, "No, Regina, they're—" but she cuts her off.

"They are beautiful. They are from you giving the world our beautiful boy." She bends again to kiss them, as her hands start again on removing the jeans. When her mouth plays over the curve of a hip, Emma twitches forcefully. Regina looks up, "Ticklish there?"

Emma shakes her head. Between quick breaths, she manages to get out, "Not exactly the sensation you're creating."

"Hmm, good, because I was going for something more… stimulating," she says, her own voice growing thick with desire at Emma's response as she tugs the jeans down a bit more and gets her first real smell of Emma's arousal.

Emma has to help, but once past the hips and the swell of her backside, she has to pause when Emma's light, neatly trimmed pussy is revealed. The scent of Emma's arousal is strong and it takes all of her willpower not to bury her face between Emma's legs.

Looking back up at Emma's nervous gaze, she smiles. "You are exquisite, Emma. Everything about you is." Standing, she lifts Emma's legs and removes the jeans and underwear completely. Emma holds out her hand, but Regina shakes her head. Her hands move to the side button to her own grey slacks. She unbuttons and unzips it, and drops her hands, knowing they ride low enough that they will just fall.

Emma's outstretched hand drops slowly while her gaze is fixed on her midsection as she steps out of them. She hooks her thumbs under the lace edge below her navel and smirks at the tongue that darts out to moisten lips. As she slides her hands to her hips and begins to shimmy the lace and silk down, Emma whispers, "Fuck woman, you are unbelievably hot." She smiles at the crude compliment, but she knows Emma won't see it, as her admiring stare is locked on her body. At mid-thigh she lets them drop.

Emma's gaze moves up inch by inch as she moves towards the bed. Her own gaze drops to thighs open slightly and, placing her hands on the heated skin and parting them, steps between the toned legs and drops to the carpet. Her hands move further up the thighs, but before she gets to her target Emma is sitting up and has a trembling hand over hers, stopping her progress. "No, Regina."

She looks up, not sure she understands. "I'm sorry. You don't want me to—"

"No… I mean, _yes. _Definitely, yes."

Her confusion must be plain on her face because Emma takes her hand and says, "But not like this. I don't want you on your knees." Then a sly smile breaks across her face. "At least not tonight."

Regina stands and with a hand on her hip and uses the voice she uses to let Henry know she was not happy. "Oh, we will be talking about that comment later."

Emma chuckles as she stands up, and, to Regina's amusement, drags the cover, blanket and top-sheet down and almost completely off the bed.

Emma grins and shrugs as she lies down with her head on the pillows. "I didn't want to end up in trouble for anything, like messing up your nice stuff."

"Hmm, how nice of you. I suppose I should thank you," she says as she positions herself straddling, but above Emma's right thigh. She silently thanks all those yoga classes as she lowers herself just enough to kiss Emma, who responds immediately, allowing Regina's tongue to explore. Breaking the kiss she begins making her way down to where she can tease Emma's nipples with her tongue, alternating sides until Emma starts to squirm and moan for more. Finally, no longer able to hold herself up, she lets her body down, her core contacting Emma's muscular thigh.

"Oh, fuck. You're so wet," Emma groans.

Regina removes her mouth from where she's been sucking on Emma's nipple and said, "That would be your fault, dear."

Before Emma can respond she once again takes the nipple into her mouth and lightly uses her teeth, making Emma gasp.

Smiling as she uses her tongue to soothe, she shifts her position again so her hips are between Emma's legs and she uses her tongue and lips to trail down Emma's torso while using one hand to continue to play with Emma's nipples. She can feel Emma's chest rising and falling more rapidly now. As she swipes her tongue across Emma's hip bone at the spot she discovered earlier, Emma jerks as she did before and mewls in need.

Sliding further back she settles on her stomach. She can't stop the moan that slips past her lips as she see the wetness coating Emma's pussy and her own clenches in response, knowing that she is the cause. Turning her head, she begins to run her tongue against the thigh while her other hand scratches gently at the spot that makes Emma twist and jerk away.

"Regina, stop, please." Emma begs in a raspy voice.

She raises her head up to see Emma with one arm tossed over her eyes. Her stomach clenches wondering if she's completely misread Emma's responses. "Okay, it's okay. We can stop, or I'll try something dif—"

Emma props herself up. She is flush and her eyes are unfocused. "Fuck. No, I mean, stop teasing. I feel like I'm going to explode out of my skin if you keep teasing. You've got me wound like a piano wire."

Regina laughs with relief and says, "As you wish, princess."

Emma flops back onto the mattress muttering, "You'll pay for that."

In response, Regina runs her tongue through Emma's wet folds. She is unprepared for the sudden jerk of Emma's hips and has to pull back slightly. She slides her left arm under Emma's thigh and wraps her arm around her hip, hand playing gently on Emma's stomach. This time when she dips her tongue into the tangy, salty wetness, she is able to pin Emma's hips to the bed. As she settles into a rhythm, moving the length from Emma's entrance to her clit, then teasing the hardened bud with her tongue before returning to repeat, Emma is becoming more vocal, with breathy expletives. With her other hand beneath Emma's ass, she lifts upward enough to position herself better. Stiffening her tongue, she pushes it in and out of Emma's entrance rapidly.

"Oh, shit… damn… that is…" Emma pants out. Lowering Emma's hips again, she senses that she is close. She begins to attack Emma's clit pressing her tongue against it and it is only seconds before a hand is gripping her head hard and hips are pushing towards her rhythmically.

"Regina, please I'm —" Emma growls out as Regina sucks the sensitive clit into her mouth. She stretches her arm up Emma's torso and begins flicking and pulling on Emma's nipple. As she sucks, she runs her tongue against Emma's clit and the woman below her goes rigid, hips rising up forcing Regina to use her arm against her torso to keep Emma from pulling away from her mouth.

For a moment there is no sound in the room, as if time has freezed, then her name explodes from Emma's mouth as she begin to vibrate with her orgasm. Emma's body begins to loosen up and Regina slows her pace but, even as she repositions herself, replacing her tongue with her fingers, she continues.

When Emma's muscles yield to her attentions, she lets her middle finger dip into Emma's entrance, earning her a soft "Yes, please." She pulls back and adds a second finger, letting them slide up to brush against the still sensitive clit, then back down where she again teases at Emma's entrance.

Gently she slides the fingers in and Emma struggles to relax,, one hand gripping and releasing the sheets in reflex. She starts slow, building up to a steady rhythm, breaking it periodically to rub inside which makes Emma moan and rotate her hips. Her own arousal increases as she takes in the woman below her, flushed, eyes shut tight, head thrown back, chest heaving as she closes in on another orgasm.

Her desire to make Emma come again is overpowering so she pushes down Emma's knee and slides up Emma's body, taking a hard nipple into her mouth as she adds a third finger. She rocks against her own hand, forcing her fingers in deeper and Emma is once again lifting her hips, meeting her thrusts.

Emma's hand is at her chin, lifting it and she stretches up to kiss her. The kiss is sloppy and Emma ends it suddenly, her head tilting back as Regina feels her walls begin to contract around her fingers.

"Damn, how did you, oh… Regina, fuck," the blonde stammers, her back arching as another orgasm hits her hard and she repeats Regina's name over and over. Regina slows only to slide her fingers to Emma's clit where she begins to rub. She does this only for a few seconds before Emma's breath and words catch in her throat. One hand fists and pulls the sheets and the other hits Regina's hip several times before gripping it hard enough that she knows there will be a bruise. Emma's body begins to convulse rapidly and finally she gasps for breath, before her body collapses back on the soft mattress, her breathing ragged and harsh.

Regina removes her hand from Emma's heated core and lies next to the recovering blonde. She is on her side and brings her still wet fingers to her lips, unable to resist tasting the blonde again. She watches Emma's breathing slow and finally, Emma's eyes flutter open.

"Hey."

Regina smiles at the lazy, satisfied grin that creeps across the beautiful face next to her. "Are you ok?"

"You need to ask that question?" Emma says laughing. Her voice is hoarse as she admits, "I have never felt like that. I didn't even know that was possible."

Regina rises up on her elbow. "I find that… difficult to believe. You are so sensitive to touch. How can you even get through a massage?"

Emma snorted. "Pretty sure thosesorts of massages are illegal."

She rolls her eyes, but Emma continues, giving a slight shrug. "I've had orgasms before, just… not like that. And never more than one."

Regina nods as Emma, with a grunt, rolls to face her. "Tonight was a first in many ways, and speaking of firsts—" Emma doesn't finish, but leans in for a kiss. It starts slow and is sweet and lazy. She feels Emma move herself closer and a hand begins at her hip, slowly caressing upwards.

Emma pulls away from the kiss and asks, "Is that my taste? On your lips and tongue?"

Regina nods. "You've never tasted yourself?"

Emma flushes slightly and she shakes her head. "Not really."

"Well, I find it quite pleasant and could easily get addicted."

Emma laughs and her eyes dart down to her own hand that is drifting between Regina's thigh and her waist. The hand stills for a moment at her hip, then pushes gently against it. Regina rolls onto her back and Emma's hand moves up, gliding between her breasts as Emma traces her collar bone. Then the hand moves to cup one breast, kneading it, thumb moving close to the nipple. But the anticipation alone is enough and she feels it harden. Emma is gentle and the touch is arousing but she needs more.

She whispers her approval but adds, "I'm not as sensitive there as you. I like it bit rougher."

Emma nods and kisses her, this time her tongue taking the lead and invading Regina's mouth. She isn't sure which of them moans first, but she snaps away from kiss with a soft hiss when Emma squeezes a nipple between her fingers. "Yes… that's good."

Before she realizes what is happening, she feels Emma's tongue flick hard against her other nipple, then her hot mouth take it inside. Emma's mouth and tongue and fingers have her quickly dripping and she moans out her pleasure at Emma's newfound confidence.

The ache between her legs is growing more urgent, and while she loves the attention Emma is giving her, she needs more. Taking Emma's hand from her breast, she pushes it down her heated body.

Emma's hand moves and scratches over her hip, then back to her torso, but never goes further. She groans and grabs the hand again, this time placing it on her neatly trimmed hairline. "I need you, there, Emma." Its is half a plea, half a command.

Mouth pulling away from her nipple, Emma hesitates and Regina focuses long enough to catch her eyes. "It's what I want. To feel you there."

The other woman still seems unsure. "Watching you come has me slick with need," she says pushing Emma's fingers between her legs. They both moan at the contact.

Leaning in, Emma kisses her again and Regina whimpers into her mouth as Emma's fingers slide through her folds. It doesn't take long for Emma to find her swollen clit and tease it. Emma teeth catch her lip and pull at it. She moves her mouth down to her pulse point where she begins to suck. The sensation gets stronger and she knows she'll have a mark in the morning but she doesn't care because all she is thinking about is how good Emma's hand feels.

Emma mouth pulls away slightly and she can feel her tongue drag up to her ear where she takes the lobe into her mouth, biting gently. Hot breath against her ear, Emma's voice is deep and sexy when she says, "I want to taste you."

She feels Emma move her head away and Regina reluctantly opens her eyes, knowing Emma will be waiting for consent. It takes her a second to form the words. "Yes, Most definitely, yes." When she is finally able to focus, Emma is smiling at her.

"That tongue darting out to moisten your lips may be the sexiest thing ever."

She sighs in frustration and closes her eyes. "You talk too much, Emma," she says softly, smiling. "Now would be good."

Emma laughs, but Regina feels the weight shift on the bed. She pulls her knees up and Emma's hands are on her thighs. She hears Emma shift again then can feel her breath against her. Her arousal skyrockets.

"You smell so amazing. I mean, you always smell great, but—"

"Emma," she growls.

"Oh, right, sorry."

She feels Emma's fingers separate her folds then a tentative tongue against her and her thoughts disintegrate. The next stroke is bolder and her hand reaches for Emma's head, fingers playing through the thick hair as her body hums in pleasure. Her pulse quickens as Emma groans her own pleasure directly against her core.

Emma's tongue begins in earnest, sliding and teasing and licking and she's sucking and nipping and Regina can't distinguish between things anymore, knowing only that the tension in her body has her overheated and short of breath. She tries to focus enough to vocalize encouraging words, but at some point Emma doesn't need it and she can't maintain a thought long enough to string words together.

Her heart is pounding and the blood rushing through her makes the sounds in the room muted. It takes her a moment to realize that Emma is talking to her. She lifts her head up and focuses.

"What do you like, what is going to get you there?" Emma isn't quite panicked but she looks concerned.

Regina finds her voice and says, "Inside. I want you inside as well."

Emma nods and she feels Emma's tongue, then her fingers exploring her opening. She gasps in pleasure when Emma first enters her. Emma's rhythm is slow, gentle and in her need she moves her own hips, meeting the thrusts hard. Emma picks up on what she desires and begins to thrust using more force, her pace increasing. An evening of focusing on Emma has left her primed and it doesn't take much to have her at the edge. Emma's strokes start pushing against her insides and she is hovering over that edge. "Yes. Emma. Like. That."

She can feel Emma's tongue pressed against her clit and then she is falling, her body vibrating in pleasure, every nerve alight, the built up tension exploding from her. She knows her nails are digging into Emma's shoulder but she can't seem to stop her hand.

When her body begins to come down and she regains a tangible sense of herself, she opens her eyes to see Emma, sitting between her legs, knees drawn up, chin resting on them, smiling at her like an idiot. She can't help but laugh. "You look like the cat that ate the canary."

Emma's laugh was deep and rich. "I did eat, but it wasn't the canary. No canary sounds like _that_."

She feels herself flushing. "You are impossible."

Emma's smile is soft and genuine. "And you are breathtakingly beautiful when you come."

She takes a deep breath, and holds out her hand. "Come here."

Emma moves so that she is braced above her, and she leans in for a kiss. Regina pulls her down tight and rolls her, ending up straddling Emma. "I hope you are ready for a long night."

* * *

><p>Regina lies next to Emma as they both recover from their latest near simultaneous orgasms. She smiles at the image of Emma, sensually grinding up and down on her hand while managing to finger her to orgasm. Even in her most detailed fantasies involving Emma, nothing was as arousing to see as Emma coming undone that way. Whatever reluctance Emma had when the night started, there had been little over the last few hours.<p>

"I don't think I can move."

Regina, voice hoarse, says, "Probably a good thing for the moment."

She wants to roll over and be close to Emma — which is strange because she's never wanted that in a lover — but she isn't sure how Emma will feel. The night has been one of coming together in passion and falling apart in exhaustion for brief recovery periods. So, she stays where she is. Leading isn't pushing, she reminds herself.

"I kissed a girl once, when I was thirteen."

Regina waits, knowing that Emma will continue. During the in-betweens, Emma would make these random confessions — things like that she should have been honest with herself when she carried around pictures of her favorite musicians in her notebook that went everywhere with her, and they were all women; she told people she wanted to be like them… but maybe she'd been crushing on them. Or how she thanked Regina for being so patient with her, that no one had ever been that way with her, that no one had ever cared much about what she might have wanted sexually, and that Regina should have pushed harder because they could have been doing this long ago. The confessions ended in some physical gesture — a comforting kiss or a playful shove that inevitably escalated into something that led to another orgasm for one or both of them.

"I was in this foster-home. One of the better ones. She was my age, but she was the mother's bio-kid. We liked the same music and books and we hung out all the time. She was maybe my first friend in years."

Regina knew what that felt like. While the night had been about Emma, she had made her own small confessions as well. "I understand. I had servants and tutors, advisors… but few friends."

Emma gave a soft "Mhmm," in acknowledgement. "I guess the curse didn't let people, other than Henry, get to know you."

She remained quiet. Her curse had left her isolated and that had led to her adopting Henry, so in a way, it was her happy ending. She almost voices the thought aloud, but Emma continues her story.

"So, anyway. We were hanging out listening to music one day. She was cute — reminded me of a younger version of the lead singer from The Cranberries, who, yeah, was in my notebook. A lot."

As tempting as it was to tease Emma about her 'crush' book, she'd taken enough ribbing when she admitted her own attraction to most of the 80's rock chicks. That sent Emma scrolling through her iPod, laughing the whole time. The wait is short and Emma continues. "She told me I was pretty. Which, lots of boys in homes I lived in said that, but this was different. The boys were always pushy, wanting something, usually nothing good. But Gwen wasn't. She told me that, and said I didn't have to, but she wanted to kiss me. So we did."

"And how was it?"

"Awful."

She chuckles, but Emma corrects herself. "No, the kiss was nice. But her half-brother barged into the room and saw us. Next thing I know I'm packing up, on my way to a shitty group home — and it happened to be run by a conservative religious group. Got lots of 'counseling' for my trouble."

Regina feels her anger rising. "My choices did that to you. I—"

Emma's sigh cuts her off. "You weren't the only one who made choices. Like you said in Neverland, no regrets because it got you Henry. And that got me Henry back. Honestly, things are good now. Really good. But before you say it, I know being attracted to women isn't wrong or bad or whatever. But I was thirteen. It got filed away under the things you don't do that can get you sent away from a good thing."

"Still, I am sorry that happened to you."

There is a soft rustle of sheets as Emma shrugs. "I had lots of those rules. Don't tell your secrets. Don't ask for things. Don't be noticeable. Never pass up a meal or seconds. Don't have a lot of stuff. Don't wish for new stuff. Take care of what you have. Some of those things stayed long after I left the system and didn't need them anymore."

Trying to lighten things a bit, Regina says, "That explains your eating habits."

Emma chuckles. "Well, anyone would be an idiot to turn down your food and seconds when offered. But yeah, my car too. Everyone thinks it is a sentimental thing because of Neal, but ugh, no. It probably helped me get over him because I wasn't about to give up a good car—"

Regina can't help but snort at that and Emma pokes her in the ribs, then groans. "That took too much effort."

Regina pats the hand that now lies a scant inch from her side, then places hers gently over Emma's. The blonde doesn't pull away and Regina smiles.

The silence is broken only by the birds outside. While it is still dark, dawn is not far off. Just the thought has her yawning.

"Can I ask you something?" Emma asks.

"Mmm, of course," she says, unable to keep the sleep from her voice.

"I don't want details or numbers or anything, but I'm curious. I mean, I know you're like I am and not big on relationships, but did you have women… lovers in the Enchanted Forest?"

Emma's question catches her off-guard, but she answers easily. "No, none."

She feels Emma shift next to her and when she speaks again her voice is closer. "Was it… not okay there?"

"It wasn't unheard of and certainly no one would question a royal."

She turns to look at Emma who, despite having her eyes closed, seems to be thinking. "I'm surprised. You definitely were checking me out when you came stalking into Midas's party."

Laughing, she says, "Oh, I may have been, as I certainly have found many women attractive and used my appeal in whatever way worked best — I didn't wear those clothes for comfort. But you forget, you told me Rumple had glamoured you."

Emma opens her eyes, teasing grin spreading across her face. "My face, but the assets you were oogling were all mine."

"Queens don't oogle," she says trying to sound indignant as she pushes Emma's shoulder and the blonde flops back to her back dramatically as they both fall into fits of laughter.

"What made you decide here?" Emma asks as she catches her breath.

"I'm not sure what you're asking."

"Why here and not before?"

Regina's heart starts to thud heavily in her chest. "Ah. You."

She closes her eyes and waits out Emma's thought process.

"No, I mean, before me."

She waits and when she can feel Emma shifting her position she opens her eyes. Emma is propped on one elbow, leaning slightly over her, searching her features. "Wait, are you saying…"

She takes a deep breath, and raises her eyebrows, hoping Emma will understand because she doesn't think she can say it.

"How is that possible? You told me you were good with taking the lead. I thought you had experience…" Her voice carries her sense of incredulity and wonder.

"In my defense, I did not intentionally lead you to believe that I was… experienced."

Emma shakes her head, trying to reconcile things. "But you _knew_ what you were doing tonight."

Regina laughs. "In theory. Some of us use the internet for more serious things that don't involve silly stunt videos and cat gifs."

Emma chuckles. "J sound, Jiffs."

Regina shakes her head. "I looked that up too. It is pronounced gifs, with a hard g."

Emma's laughs but then pauses, as if she had solved a riddle. "Oh my god. The former Evil Queen of fairytales googled 'lesbian sex' and has been watching porn videos."

She waves Emma off. "Please. That is ridiculous. I read information."

But Emma persists. "You watched videos. Por-no-graph-ic videos."

She can't help but laugh at Emma's enthusiastic glee at the idea. "Fine. But very few. Most of those videos are unrealistic male fantasies that do nothing to provide women with —"

Emma puts her hand on Regina's shoulder. "Whoa there Ms Steinem. I get it, not that big a fan myself."

She nods, but continues. "It took quite a while to find anything produced by and for women. But mostly I read."

Emma begins unconsciously biting her lower lip. She takes a deep breath, and asks. "For me?"

She smiles up at the woman who waits breathlessly for her answer. "Yes. When I realized you were attracted to me and this might be a possibility, I wanted to try to make sure it was a good experience."

Emma's head shakes in slow surprise. "Wow. It was definitely that. Thank you."

Regina lifts her head and Emma meets her for a slow, deep kiss. It starts to escalate and Emma pulls away, once again dropping heavily to the mattress. "I want to again, but I am so wiped."

Regina laughs She is stunned Emma is still in her bed and can't resist throwing a few barbs at the woman. "Seems my research was worth the effort. I'm glad one of us knows how to prepare instead of relying on our spontaneity."

"Okay, Simón Bolívar. But just remember, my impulsive behavior started this tonight," she retorts before yawning.

Regina laughs. "I don't think taking weeks to get to this point can be considered 'impulsive', Emma." But she can't stifle her own yawn.

"Do I even want to know what time it is?"

"Probably not. We should get some sleep. The sun will be up in an hour."

Emma emits a deep groan.

She closes her own eyes, hoping to catch a few minutes of sleep. She smiles at the thought that it doesn't seem to be a question for either of them that Emma will stay. "Well, at least neither of us have to work tomorrow."

"What happens tomorrow, Regina?"

She isn't prepared for the question and she hears genuine worry in Emma's voice. Despite Emma's comparing her to a renowned tactician, she hasn't planned — she'd thought this happening was too much to hope for. "I can't say. But I am willing to figure this out. We've managed this far."

She hears Emma reposition herself for what she assumes is to sleep. However, when she opens her eyes, Emma is on her side, propped up on one elbow, her fingers just hovering over her bicep. Her gaze is fixed on where Regina's own hand rested on her abdomen. "Emma?"

"Hmm?" comes the distracted response.

She has a moment of panic that whatever confidence and comfort with each other Emma had developed over the course of the last hours will now disappear with the first rays of daylight. "You can still touch me. Even if it isn't about sex." When Emma's hand remains hovering, she says, "You don't need permission. I love when you touch me, and how you touch me."

Emma's head nods slowly then she looks up at Regina. "I know," she says her voice, soft, tentative again.

"But?"

Emma's eyes close for a moment and she exhales slowly. "I'm afraid…" Regina feels her heart drop at those words and the long pause, but she keeps her focus on the green eyes that stay with hers, that in the instant before Emma speaks, give her hope.

"I might not be able to stop." A slow smile breaks across her features and her eyes dart across her body, making her arousal coming to life again. "Ever."

Regina rolls towards her, grasping the hand and bringing it to her cheek. Emma's hand molds to her tenderly, and her eyes search Regina's face. She smiles. "I can't bring myself to believe that is a bad thing."

Satisfying her desires can wait until they both get a few hours' sleep. "Big spoon or little?"

Emma laughs. "I have no idea, to be honest. You?"

"I guess we'll just have to figure that out as well," she says laughing.

"What? You didn't research this?"

Regina pushes against the impertinent blonde. "Shut up, and roll over."

"Bossy much?"

Regina's laugh comes from deep in her throat. "You have no idea, Emma. No idea."

Emma turns and Regina slides against her, wrapping one arm over Emma's waist, sliding the other under Emma's neck.

Emma settles back against her and says, "You haven't been researching all that kinky, dominatrix stuff have you? Because, honestly, I don't know if I am ready for —"

She pinches Emma's stomach and Emma lets out a yelp. Then, Emma's hand entwines with hers as she says, "Go to sleep, Emma."


End file.
